Filly Fantasy VI - The Return of Magic
by R.T.Stephens
Summary: A thousand years after the War of the Magi, magic is almost nonexistent. Metals, explosives, and steam engines have been rediscovered, and high technology reigns. But once again there are those ponies who seek to enslave the world by reviving the dreaded destructive power of magic. Can it be that those in power are on the verge of repeating a senseless and deadly mistake?
1. In Which the Plot Begins

~Long ago, the War of the Magi reduced the World of Harmony to a scorched wasteland, and the powerful Magic of old ceased to exist. Even unicorns, the sole remaining wielders of conscious magic, were left with naught but the weakest of telekinetic powers.

1000 years have passed … metals, focusing gems, explosives, and steam engines have been rediscovered, and high technology reigns. But once again there are those ponies who seek to enslave the World of Harmony by reviving the dreaded destructive power of Magic. Even now, Harmony hangs by a thread.

Can it be that those in power are on the verge of repeating a senseless and deadly mistake?~

.o.O.o.

Three metal beasts lurched up a frozen hillside, spewing dirty smoke that fouled the pristine evening air behind them. The metallic monstrosities were magitek armor; four-legged, mechanized war machines from the Blueblood Empire. They were vaguely pony shaped, but where the head should have been located, an open cockpit cradled a living pilot.

As the armored walkers crested the hill, the shining lights of the far-northern town of Neighshe came into view at last. The three war machines formed a line abreast and then stopped. Warmed by the heat of their iron steeds' engines, the pilots took in the panoramic vista of their destination below.

"Well would you look at that, Snips; Neighshe," said the first pilot, a thin orange unicorn stallion. "An arctic town of hardened gem miners carved out of the rock of these mountainsides. I've even heard that young dragons make their homes in the mines and mountains around the town. These are tough ponies. Small wonder they've held out against the Empire this long."

"If you say so, Snails," the other male pilot replied. He was a stout cyan unicorn stallion. "All I know is I could be back in the warm barracks in Vectorlot. If you ask me it's just a matter of time before this whole forsaken continent falls to Emperor Blueblood."

"Of course," Snails nodded. "However tough these miners are, they're no match for magitek. Captain Snips, now that we're here, it seems that we must attend to our mission."

"Do you really think there could be an Esper down there, after all this time?" asked Snips. "It's been a thousand years! I thought the War wiped them all out, or drove them away, or whatever…"

"All I know is what the intel I got from the General says," Snails replied. "My understanding is that the miners here say they found an Esper."

"Yeah," Snips rejoined, "but it's probably just another wild goose chase, right?"

"I don't know …" Snails replied. "There has to be a reason we were given the 'special resource' for this mission. The boss must believe the rumors are true."

The cyan unicorn nodded, asking with only a slight tremble, "If there is an Esper, you don't think it's still … alive, do you? I mean, it's been a thousand years ..."

"It's none of our concern," Snails snapped, betraying his own anxiety. "That's why we have her." He gestured to the third rider, sitting eerily still in her magitek armor.

She was a young unicorn mare with a lavender coat and an unusual dark purple mane shot through with streaks of pink and royal purple. Her mane was severe and close-cropped compared to the long styles popular among the civilian populace. Most strikingly, an iron band embedded with focusing gems encircled her head. She stared blankly ahead and said nothing.

"I dunno, Snails, she gives me the creeps," commented Snips with a shudder.

"That's no way to talk about our secret weapon," Snails replied. "Besides, as long as she is wearing that Slave Crown she's ours to control. She can't even breathe unless we say so. We'll have that Esper and be out of here in a snap. Now let's move."

Snips nodded. "Okay! But uh, can we put her on point? No sense in taking risks, right?"

Snails thought for a moment, before nodding. "You're right! Good idea." Turning to the taciturn mare, he ordered, "You, we're heading out! You'll be taking point! If anypony comes to talk peacefully, let me handle the talking. If they're aggressive, well then," he finished, "I guess I don't need to tell you what to do, right?"

The lavender mare nodded her head in agreement, staring with hollow eyes back at Snails. As her magitek armor lurched forward and down the hill toward Neigshe, Snips and Snails both shivered, though not from the cold.

"L-let's get this over with swiftly, yeah? I don't like being around her," Snips implored. Snails quickly agreed, and the pair engaged the servos of their walkers and followed the mare toward the waiting town.

.o.O.o.

With servos whirring, engines whining, and exhaust billowing, the magitek knights in their armored walkers did not slow as they thundered across the snow toward the shuttered Neigshe city gates. The gate was broad and thick, but made of wood, and no mere wooden gate or palisade could stand before the Empire's mightiest constructs. Without hesitating to engage their advanced weapons, the walkers simply charged through the gate, sundering it and sending splinters flying in every direction. The booming reverberations of the impact echoed throughout the frozen mountain vale, alerting the Neighshe town watch.

"They'll be on us any minute now!" Snips called out.

"What of it? Disregard the rabble, the esper is our only objective!" Snails responded.

The three Imperials in their magitek armor charged down the main thoroughfare of Neighshe, and Snips was soon proven right, as a motley group of four guardsponies rounded a corner in front of them. The guards were wrapped from head to hoof in tightly-adhering cloths and furs to keep out the bitter cold. The lead guard whistled, and a pack of three snarling canines leapt out of the darkness to interpose themselves between the Imperials and the Neigshe guards.

"Lobos!" Snips cried out. "I wouldn't want to face off against one of them without my armor!"

"No kidding," Snails replied. "Luckily we don't have to. Now let's see what our little friend here can do." He turned to the Slave Crown-wearing unicorn in the third walker. "Kill them all!" he shouted.

The lavender unicorn nodded and stepped forward, leaving Snips and Snails safely behind her. She pressed a button in the console in front of her.

"Ooh, she's firing the Thunder Beam!" Snips announced. "Look out, lobos!"

The lavender unicorn's magitek armor leaned forward in an aggressive posture and a port on the "chest" of the walker irised open and unleashed a blinding torrent of lightning at the unfortunate lobos. In the wake of the blast the air reeked of ozone and burnt flesh, and the ponies present could see that one of the beasts had been reduced to an unrecognizable lump of char staining the white snow. With a shrill yelp of shock, its companion turned tail and fled into the night.

"Get out of our town, Imperial scum, and take your mechanical abominations with you!" one of the guards yelled, his raspy voice slightly muffled by his many layers of wrapping. "Blueblood hasn't set his dirty hoof down on Neighshe yet, and he never will!"

"Don't you understand how reckless it is to meddle with magic?" another yelled. "You'll end up destroying everything!"

The lavender unicorn remained impassive and did not acknowledge the guards' defiance. With an enraged shout, the four guards raced forward to engage, swinging bladed cudgels. With no other weapons, it was not apparent how they hoped to fight the deadly magical machines looming over them, but still they came.

"Bio-Blast!" Snails shouted. "That's an order!"

Obediently, the lavender unicorn placed a hoof against the console in front of her, and the portal in the chest of her magitek armor opened once again. This time, a sickly green, undulating cloud of energy poured forth to envelop the charging guards. They fell as one to the snow, writhing in agony before their screams fell silent. Instantly, they had received a fatal dose of magical poison from the Bio-Blast weapon.

"Messy work," Snips observed apathetically. "Now let's get moving. I don't want to spend another minute longer than necessary in this snowy wasteland."

"The new mine shaft should be just ahead," Snails agreed. "Go on!" he commanded the silent lavender mare.

The trio advanced through the town without encountering any more resistance, and soon found themselves approaching the entrances to the mines. "I guess we scared 'em off. Ha!" exclaimed Snips triumphantly.

"Maybe," Snails replied with hesitation. "Or maybe they're preparing a stauncher defense in the tunnels. I don't trust these miners."

"You're such a pessimist! Can't you just think positively for once? I mean, every single time you say something like that, som—"

Snips stopped talking as they felt the cavern vibrate slowly. Snips and Snails immediately became much more alert, their eyes scanning the walls and floors for possible traps, before they saw a small avalanche of dust fall from the ceiling in front of them. As they maneuvered their magitek armor backwards, a massive, spiral-shelled monstrosity fell down through the new opening in the cavern ceiling and landed with a booming thud.

A guard-pony poked his head down through the hole, yelling, "We aren't about to hoof the Esper over to the likes of you! Whelk! Crush them!"

The snail-like monster growled, its bass tones reverberating through the cavern like thunder. It inched inexorably toward the Imperials. Snails snarled, preparing his magitek for battle. "You just had to go and open your muzzle, didn't you?! Every single time something good happens, you go and say something like that and cause chaos to happen!" Gathering his wits, he ordered, "You, use a Tek-missile!"

The lavender mare flipped a switch, then slammed her hoof down on a red button in the consul in front of her. She watched without emotion as a panel in the shoulder of the magitek irised open and a shining silver spike rocketed from the magitek and slammed into the snail's shell, exploding violently. The snail squealed in pain, before its shell started to glow, then began to flash. Lightning shot forward, smiting the magitek machines in retaliation.

The magiteks started smoking horrendously from the damage, and some of the joints fused together from the searing heat, severely reducing the magiteks' agility. As Snips and Snails worked frantically to get their self-repair modes engaged, the lavender mare was forced to jump her magitek, teleporting a short distance away as her machine erupted in gouts of flame, damaged beyond magical repair.

As Snips stared at the destroyed wreck of the former mech, his rage soon followed in the wake of the technology: it exploded. "That's it! You, whatever your name is, use all of your magic on that monster's head! Bring that thing down!"

"And avoid hitting the shell!" Snails added after a moment, sighing in relief as his magitek was mostly repaired. "I forgot about these kind of monsters! If we hit the shell, it'll retaliate with an attack three times as powerful!"

"Gee, ya think?!" Snips snapped back, gritting his teeth in fury. "Why didn't you mention that before?!"

"Because you didn't give me time!" Snails retorted, getting ready to fight with his partner, when he noticed the mare's horn glowing. "What does she think she's doing? She's not going to be able to levitate something that large, is she?"

While Snips and Snails had heard from their superiors that the mare could use magic, nothing could have prepared them for what they witnessed. The mare chanted to herself quietly, her horn glowing a bright red before a radiant glyph the same color exploded from her, coalescing into an inferno under the snail monster, bathing it with flames. It writhed in agony, screaming tones alternating between guttural and a screeching falsetto, before trying in vain to seek sanctuary in its armored shell. The merciless flames didn't recede, instead cooking the Lightning Whelk alive inside of its shell. Moments later, the monster simply dissolved into a puddle, the shell crumbling into dust.

Snips and Snails just gaped for a moment, stunned at how quickly she had not only killed, but utterly destroyed the monster. Snips was the first to recover his ability to speak, asking hoarsely, "U-uhh... I-if she can use magic that powerful, then... Why would she be given a weaker magitek to use instead?"

"Err, maybe because of the better mobility?" Snails suggested timidly. "These can move faster than a pony could run, and longer too. Now we're down a tek, and we still have to escape after all of this! How are we going to get her and the Esper out of here?"

Snips sighed, before punching the console angrily, knowing he wouldn't be able to damage it, but it helped him vent some of his anger. "... We'll worry about that when the time comes. We should keep moving before they can find another one of those monsters to throw at us!"

"Why worry about that? We've got the mare!" Snails argued, pointing at the lavender unicorn, who was laying down as comfortably as she could on the ground, her chest heaving for breath. "... Oh. Yeah, okay, good plan! Mare, are you hurt?" He asked curtly, trying to avoid looking into her soulless eyes.

The mare shook her head numbly, though staggered slightly when standing back up. She stood still, waiting for her next order patiently. Snips took control once more, ordering, "Alright, Snails, you take point, just in case. You, you're going to follow him and make sure nothing catches us off-guard. I'll be taking the rear. Let's move out! We have to be getting close."

.o.O.o.

After ten tense minutes of navigating the mines and its dead-end paths, they finally found the cave that contained what they had been searching for high and low: the Esper. Snips and Snails both gasped loudly, the sound echoing in the cavern. In the center of the chamber was an enormous hunk of crystal-clear ice, and inside was a strange creature unlike any they had ever seen before. It was three times their size easily, made even larger by its frozen prison. The gigantic proportions of the Esper were hard to fathom, thrown off by the light manipulation the ice caused. Snips looked to the mare, who, for the first time, seemed to be showing the slightest hint of emotion, though it was impossible to tell what it was. Her eyes seemed … less dead than normal. "Stay out of our way! Snails, come on, let's go see what we can find out about this Esper."

As they approached the esper in their magitek, Snails stopped as he heard a small noise come from the mare as she slowly took a half-step forward. He blinked, then asked, "Hey, what's the matter? Do you know something we don't?"

Snips and Snails began to feel uneasy as they saw a flicker of confusion cross the mare's face, though she shook her head. Snips turned as he saw a pulsing light in his peripheral vision. "Hey, where's that light coming from?!" As he saw the esper, he felt like a stone had settled in the pit of his throat and stomach. The world seemed to fade away as the glowing esper seemed to grow in size, until it was all he could see. "Uwaaa—!"

Turning around quickly, Snails looked around, but his partner had disappeared without a trace. "S-Snips? Where'd you go?! C-come on, this isn't funny!" He looked around desperately, but all he noticed was the pulsing light radiating from the frozen esper, no trace of his partner or his magitek remaining. "W-what's happening?! Aughhhh!"

The mare blinked, and Snails was gone as well, having disappeared without a trace. For the first time in her life, she was without somepony else to tell her what to do. She stood stock still for several moments, before the esper started glowing again, though with a slightly different intensity than before, Slowly, she raised her front hoof, then set it back down slightly forward. Barely conscious of her movements, she was making her way to the esper at the pace of a snail, her eyes full of curiosity, though her mind was empty of all, save the irresistible compulsion to get closer to the frozen esper. As she neared it, it started glowing steadily, rather than in pulses, and the mare started started to glow as well. Wordlessly she opened her muzzle, though no words came out. The air crackled and sparked as electricity … or was it something else? … started flowing from the esper to the mare. Her head and horn exploded in pain for just a moment as the energy arced through her from the slave crown, before the sweet embrace of unconsciousness gripped her tightly and she fell to the ground, unaware of the world around her...

.o.O.o.

The first thing that the mare was aware of when she awoke was that she was warm. This was a significant change from her previous frigid circumstances. She almost started panicking, worried that it was a fire, when she realized that there was no searing, painful heat, but rather a low, comforting heat that seemed to radiate from all around her. She moaned slightly as she felt the ache in her legs and body, and started to curl up so that she could rest more comfortably. She froze in shock, however, when she heard movement just a dozen feet away from her. After a second, she jumped reflexively as a large thump reached her ears, tumbling to the ground. She righted herself swiftly, taking the room in a glance, before sagging to her knees as her vision got blurry, barely preventing herself from passing out again.

As she tried to blink the light-headedness away, she felt another body press up against her, helping her to support her weight. "Woah, take it easy! I only just removed the crown, too!"

From what she could tell, the voice belonged to an elderly stallion, though it had a gentle, caring timbre. As she blinked a few times, her vision returned to her, and she turned to look at her savior. He was a simple Earth pony with a brown coat and grey mane. After a moment to make sure she wouldn't get light-headed again, she inquired slowly, "W-where am I? Head... hurts," she grunted, wincing in pain as her head throbbed, preventing her from being more loquacious.

"Take it easy now, okay? That was a slave crown," he explained, pointing to the metal device sitting on the table against the far wall of the house. "The others you were with had complete control of you earlier because of it."

"But... Why can't I remember anything?" the young mare inquired, more confused than before.

"Don't you worry yourself about that, okay? It'll all return to you eventually. Well, at least in time, it will..."

_~A mysterious young mare, controlled by the Empire, and born with the gift of Magic...~_

The lavender unicorn forced herself to think as hard as she could, before saying slowly, "M-my name is... Twilight Sparkle," she finished, sounding slightly hesitant in saying it, as if she expected to be reprimanded.

To her surprise, the stallion seemed pleased with her answer, whistling, "Wow! Never heard of anypony recovering from Amnesia this swiftly before! Now you just take it easy, okay? It takes time for you to remember things, and that's not important if you can't remember something immedi—"

KNOCK KNOCK KNOCK!

Twilight squeaked in shock, jumping into the air before hiding behind the stallion, shivering at the unknown. The stallion turned to comfort her, giving her a reassuring pat on the shoulder when they heard shouting. "Open up!" a rough voice yelled outside of the house. "We know you have that witch from the Empire in there! She's an officer of the Empire, and must pay for her crimes! Hand her and the magitek over right now!"

"Oh no, I have to get you out of here! Hurry!" he begged, leading her to the back door hurriedly, setting a saddlebag on her back. "There's no time to explain! Just run, okay? Make your way out of here through the mines! I'll keep them distracted!"

"B-but who are you? Why are you helping me?" she protested, her eyes wide in fright, not really knowing what was going on.

The stallion sighed, before saying swiftly, "Look, there's just no time, I'm sorry! I'll send somepony along in a little bit to make sure you get out alright. None of this was your fault, and I'm just doing my best to make sure you aren't punished for something that you had no control over. Good luck... Now go!"

Twilight swallowed nervously, before being shoved out the back door, hearing it slam behind her. She took a few deep breathes before charging forward, stumbling some in the deep snow as she tried to make her way to a bridge that she could see up ahead. She started to cross it, the wood creaking loudly as she crossed. She was most of the way across the rickety old bridge when she heard voices yell beneath her, "There she is! She's heading for the caves! Cut her off!"

Twilight panicked, and started galloping as fast as she could off the bridge and into the cave ahead, her hooves echoing thunder as she charged down the path. She started breathing raggedly, the cold air cutting at her throat, making it more sore than her throbbing muscles. As she slowed down to turn the corner, she saw guards pouring out of a side shaft ahead of her. She started to slow down as best as she could, almost sitting down in her haste to apply resistance to the ground to turn around. As she slowed, however, she saw that there were guards chasing her from behind as well. She made it to the corner, but she was well and truly cornered now. She was shaking violently, scared witless, not knowing what it was that she had done wrong as they closed in on her. She backed up against the wall quickly, trying to keep from crying, hoping that whatever was about to happen would occur swiftly.

While not what she had hoped for, something DID happen rather quickly to aide in her escape. Namely, the floor collapsed beneath her, sending her plummeting downward as gravity took hold. When Twilight landed, she managed to roll to the side as she hit the ground, helping to reduce the damage her body would suffer, but she hit her head against a rock as she slowed to a stop. She struggled against the darkness for just a moment, but as her vision wavered, she couldn't help but surrender to the darkness, as she was still tired and had no energy left to fight anymore.

As she lay on the ground, her mind managed to free a small memory from the lockbox of her past. The control crown had not been invented yet, so she was kept compliant through drugs and potions directed at numbing her free-will and perceptions, though that was about to change. A griffon with wild head-feathers approached Twilight, who was kept comatose in a machine.

The griffon laughed wildly to herself, cackling, "Uwee he he he! With this new slave crown, you'll have to follow our every order without question, my dear magic user!" she laughed, tracing her talon down the mare's face tauntingly, knowing that the mare couldn't retaliate. She placed the crown on Twilight's head, snapping it into place firmly. "Now, how to test to make sure it works... I know! Let's have you cook some of our soldiers alive with your magic! Do it now!"

Twilight stepped down from the contraption slowly, as if she too was but a machine, her face flat as she walked into the next room. Without hesitating, she slaughtered the soldiers inside, searing them with magical flames. The griffon followed behind, laughing madly as Twilight roasted soldier after fleeing soldier. None could escape. "How utterly delightful! Wahahaha!"

Twilight fell even deeper into a coma, and remembered nothing more.

.o.O.o.

The old stallion who had helped Twilight earlier sagged against the front door in relief, having finally convinced the guards that he had been forced to help her in return for his life. The last guard had just left when he thought he heard something move in the back room. Worried that one of the guards had found the slave crown, he rushed in, prepared to fight if he had to in order to protect his home. Upon his arrival, however, he found his worries only half confirmed. There was somepony examining the slave crown, yes, but it was not one of the city guards. Relieved, the old stallion started berating the newcomer. "Rainbow Dash! What took you so long?! You were supposed to get back a day ago!"

_~A Treasure Hunter and trail-worn adventurer, searching the _

_world over for lost relics of the past...~_

A cyan-hued pegasus with rainbow streaked mane and tail looked up nonchalantly, rolling her eyes as she replied, "You seriously need to have more faith in me! I mean, come on! I got that job done in ten seconds flat!"

""Uh huh," the stallion replied flatly, not believing a word she said. "That's why it took you a week in order to go to those old ruins to steal th—"

"HAY! That's PROFESSIONAL TREASURE HUNTER! And no, some jerk got there before I did. Luckily, it wasn't what I was looking for, so it's no big deal," she said casually, leaning against the wall. "So what did you need me for? You're the one who called for me, right?"

"Yeah, there's this mare I want you to meet from out of town. Sh—"

"You what?!" Rainbow Dash interrupted the old stallion, thrusting her muzzle in his face, outraged. "This better not have something to do with that Imperial... 'Witch' I heard disappeared! You know th—"

"I know!" The old stallion barked, cutting off Rainbow Dash swiftly. "There's already been word about Imperial troops being sent here after her right now. We couldn't even stop three magitek from doing whatever they wanted, so what makes you think that we'd be able to handle the Empire itself?"

As she cooled down, he continued with his explanation. "Right now, there's no way that we can stand against the Empire. The only way that we can remain independent at this point is to join the underground resistance movement, a group called—"

"The Returners. Yeah, I've heard of them," Rainbow Dash said casually, though her eyes betrayed that she was lost in her thoughts. "I even know a few. But what does this have to do with that witch? If you want an assassin, you know that I don't do that kind of stuff," she finished, her tone angry and disappointed.

"Exactly," he exclaimed, nodding firmly. "You know that metal band you were playing with when you came in? That was a Slave Crown! She wasn't in control of herself, and from the amnesia she had when she woke up, she hasn't been for several years or more! If we could get her on our side, we might have a fighting chance against the Empire! She was one of their strongest assets, but without the crown, she could easily be used against them!"

Rainbow Dash remained silent for a moment, her eyes clouded slightly. "So, basically, you're saying that she had no freedom at all whatsoever? Even if she really, really, wanted to, she couldn't do anything herself?"

He held the crown out, raising an eyebrow as he asked, "Do you want to find out for yourself?"

Just the thought of losing her freedom turned her veins to ice as she backed up a step, saying hastily, "N-no! I'll take your word for it!" She took a deep breath, releasing it slowly, before stating firmly, "All right. I think I'll help her out, but I swear, if she acts even the least bit evil, I'm going to take her to the guards right away!"

Leaving before he could say anything else, Rainbow rushed out of the house, heading for the caves at top speed, leaving a faint rainbow-hued contrail following her. Townsponies looked up to see what was flying so fast, but all they saw was a fading rainbow heading towards the mines. As she drew closer to the entrance, she slowed down, looking around for another entrance, and saw a small shaft sticking out of the face of the mountain, clearly meant to help with the ventilation of the mine to help provide fresh air for the miners. Grinning, Dash flew over to the entrance stealthily, before slipping inside like a cat, working her way down the mine in search of the mare with strange magical powers.


	2. Wherein There Be Dragons

Rainbow Dash made her way down the ventilation shaft, the narrow passage forcing her to contort her body into odd angles to make it through. Fortunately, Rainbow was fit and lithe, and she managed to make it inside the mine undetected. Smirking, she brushed herself off, before a lock of her mane falling in front of her face elicited a groan. "Dang it. I swear, the chalk is getting less and less effective at hiding my hair. It's going to stick out like a sore wing in a week or two if I don't do something." Treasure hunting was a largely solitary occupation, and over the years Rainbow had developed a habit of talking to herself. It kept her from losing her wits in the cramped dark spaces she frequented.

Muttering, she started forward slowly, while forcing herself to quiet down. She was on a mission now, and there were eyes and ears hidden in the dark. If she wasn't careful, she'd get caught before she snagged her prize. Even if it _was_ an Imperial witch that could supposedly use magic, she wasn't going to lose to some stupid guards! She had years of practice at her trade, and she wasn't going to let some _amateurs_ beat her to the prize!

She was about to round a corner when she heard the drum of hoofbeats coming from the other direction. Quickly, she took to the air and flew up to the highest part of the cavern, pressing herself against the wall and desperately searching for some outcropping of rock to hang onto. Finally finding a hoofhold, she clung to it for dear life, praying to the Lost Goddesses that the guards wouldn't notice her. Sure enough, because it was a mine shaft, the guards didn't even think about looking up. The cyan pegasus would have been tempted to spit on them to see if they'd notice her, when she heard what they were talking about. Eagerly, she leaned down just a little, cocking her ears around at a better angle to hear them.

"... So how can we be out of rope? We work in a bucking mine for crying out loud! The witch fell down it, and we can't see the bottom, so she's gotta be dead, right? Nopony could survive that fall!"

"Are you _kidding_ me?! She's a bucking evil enchantress! She could probably fall a thousand hooves and still be fine! We've gotta rush down to the lower levels before she can get away!"

"I still don't see why we can't ju-" Rainbow Dash, having heard all she needed, left on silent wings back from where the two bickering guards had come from, hoping to find whatever it was that they had been talking about. Sure enough, after a minute of searching, she found a hole in the floor, supposedly where the Imperial soldier had fallen through.

It was indeed far too dark to see the bottom, but that didn't necessarily mean that it was terribly deep, Dash reminded herself. 'Okay, no problem. I'll just glide straight down then. Without knowing where the bottom is. I can do this. I'm the best flier in the whole world!'

Having spent a moment to gather her courage, she jumped into the darkness, allowing herself to fall for just a moment before a soft _foom_ echoed in the cave, the only sound Dash's wings made as she slowly glided down.

It was a tense moment before she felt herself touch down on the ground gently. She held still for a moment, before her sigh echoed off the walls, releasing the breath she hadn't been aware she had been holding. While she was secretly thrilled that the drop was practically nothing, there was one thing that was confusing her, and she had no idea where to start. "Where did she go?" Rainbow asked aloud.

Sensing that she was alone at the bottom of the pit, she used her teeth to pull a self-lighting torch from her pack and struck it against the nearest stone wall. Once lit, she inserted the stick end into a receptacle sewn into her pack, freeing her mouth once again. If she had to fight, she needed to be able to hold her knife. The torchlight revealed that she was in an enclosed chamber with no exit. But then where was the missing mare?

Rainbow Dash searched the area for a few moments before she found felt some odd grooves in the ground. "Huh... This feels like somepony was dragged."

She blinked for a moment, before flying in a panicked sprint around the enclosed space, her mind racing. "They beat me to her?! That's not possible! I'm Rainbow Dash, the fastest treasure hunter of all time! I'll show them! Why, I'll just have... to..."

She slowed down as she traced the marks on the ground right up to the stone wall. "But... the marks go right through! Okay, there _has_ to be some sort of passage here, right? I just have to find it! I wonder if it's like the other one..."

She looked around, before spotting a stone that looked like the pattern of the natural stone-face was disfigured, the coloration a little off compared to its surroundings. Sure enough, it opened a small door in the wall. Grinning at her success, she shot through the entrance, only to pull up short as she was faced with an army of small dragons.

She immediately tried to remember everything that she had been told about dragons, but she couldn't remember much, not having been the academic type. The dragons in front of her almost came to her height, only having to look up slightly to meet the mare's eyes. They were all different colors, most having three shades of scales, one for their chest, one for their body, and one for the spikes running down their backs, ending in a spiky tail, with matching colored spine-like projections that she could only guess might help with their hearing.

"Buck." Dragons might normally be friendly, she remembered, but she had just invaded their territory, and if she recalled correctly, things just about never went well with trespassers.

Before she could further contemplate her predicament, one of the dragons walked forward. He was barely shorter than she was, his body scales a royal purple, while his spikes were a dark green, his chest a lighter shade of them.

Dash had no idea what customs they might have, so she bobbed her head quickly, before saying in a slightly hesitant voice, "Heh heh... Nice cave you have here. Sorry for intruding like this! I didn't know that you guys lived here, or I would have knocked."

The dragon crossed his arms, before asking slowly, "What are you doing here? You're obviously looking for something, so spit it out. Are you after our treasure? Our gems?! Our eggs?!"

_~A fast-talking dragon who speaks the words of ponies, and who can_

_summon the power of earth though his magical flames...~_

Rainbow Dash blinked for a moment, before starting to giggle, shaking her head furiously as she saw the dragon's face start to turn red from anger. "No, no, nothing like that! If I was, then I swear you wouldn't even notice I had been here!" She blinked again, then face-hoofed while muttering, "Gee, because _that's_ going to make me sound better than a common thief."

The dragon continued to stare at her for a moment, before smiling slightly, commanding, "What's your name, and why are you here in Spike's Domain then, if not to steal our eggs or gems?"

"Oh, right. I'm the _one_, the _only_, **_Rainbow Dash_**, the fastest flier and best Treasure Hunter in the world!" Dash proudly announced, puffing her chest out and flaring her wings. After seeing the dragon's gaze harden, she continued hastily, "Well, I'm looking for a mare, and she... not like that!" she added hastily when she saw his face change expressions to something more disturbed, if not incredulous.

"It's that 'witch' that the guards keep talking about, but I heard that she had no control over what she was doing because of a mechanical dohickey thingamabober. I came to see if that was true, and if it was, I was gonna take her far away from here. If I find out that she really is an Imperial murderer, and had control of herself, then... Then I don't know," she admitted. "I'm no assassin, but if she meant to kill all of those ponies, then what would I do?"

The dragon remained silent for a moment, before saying, "Follow me, then. I've had a couple of my subjects keeping an eye on her. Maybe you should look at her yourself."

As they wandered through the complex cave-system, Dash's eyes roamed the area, seeing all of the gems, gold, and other valuable pieces of jewelry and weaponry. She swallowed hard, forcing her hooves to keep moving forward, and her eyes straight. There was easily enough wealth in the few caves alone she had seen to let an entire town live like kings for the rest of their lives.

Resisting temptation, Rainbow Dash followed the dragon to a small room on the left which contained several beds, the walls a plain white color, the universal color for all hospitals and clinics. On the first bed on the right laid a purple unicorn, resting peacefully. Rainbow knew this had to be the Imperial magic-user.

Rainbow pulled up short, taking stock of the sleeping mare. She had several bandages on, and was curled up like a little filly, clutching her tail to her chest in her sleep. Dash walked up to the mare slowly, before she spotted something odd on the mare's flank. There was some sort of odd magenta tattoo of a six sided star, and Dash couldn't figure out what its purpose served. She poked at it, trying to figure it out, when the mare in question woke up slowly.

.o.O.o.

Twilight yawned widely, her eyes kept closed as she groped at them with a hoof before wincing. Both hooves shot to the sides of her head as it started to throb from the blow she had suffered earlier. After the acute pain faded into a dull throb that she could bear, she slowly opened her eyes to see a purple reptilian creature and a cyan pegasus with a many-colored mane and tail in front of her. Terrified, she froze, her eyes wide open as she waited to see what the strangers would do. Her breaths came sporadically, and she struggled to not hyperventilate. After a moment, the pegasus asked her in a flat voice, "So what's your name? What are you doing here?!"

Twilight jerked back a little, her ears fell backwards, feeling like she had done something wrong, when she had no idea where she was, let alone what she wanted to do. Finally, after a moment, she managed to stutter out in a timid voice, "T-Twilight Sparkle..."

Her eyes kept flickering around, trying to keep eye contact with the new mare, but the look on the pegasus' face made her feel guilty, making it hard to keep looking in her direction. She jerked when the cyan pony stomped her hoof, narrowing her eyes as she repeated harshly, "And what are you doing here, huh? Gonna find some weird thing to kill everypony with?!"

"I-I don't know," Twilight whimpered, shrinking back in her bed. "I don't know anything!" she lied. She did have one memory, the horrible murderous memory of carnage and death that gnawed at the base of her skull. "I don't know why I'm here, or how I got here!" That much was the truth. She needed so desperately to say the right thing, so that the pegasus could be happy again, and stop intimidating her.

"She can't remember what happened? She has, um ..." the cyan mare asked, glancing to the small purple lizard-like thing next to her.

"Amnesia," the lizard finished.

"Gesundheit," the pegasus said, before hardening her gaze and turning once more to Twilight. "Yeah, sure... So what do you want to do? What are you trying to do?!"

_Trying to do?_ Twilight thought, confused. What does... "I... I don't know what I want... W-what am I _supposed_ to want?"

"Oh, I don't know," the pegasus retorted. "So you're saying you don't want to hurt anypony?"

Twilight's eyes widened in horror at the thought of hurting anypony else. She fought back the awful memory again. "N-no, of course not! That's horrible! S-stop asking me all of these questions!" she pleaded, becoming even more afraid of the pegasus.

"Then you're not here to kill everypony?!" the cyan mare pressed, shoving her muzzle closer towards Twilight. "Gonna use your magic to go an-"

"NO! S-stop it! I-I won't do it! Y-you can't make me!"

Twilight dissolved into tears as she started to relive her memory from earlier, slaying all of those soldiers in cold blood with fire, ignoring their pleas to spare their lives, guards pleading for her not to hurt their families. Her body rocked back and forth as she fought the memory, trying to force it back, but it seemed to continue on forever, the screams of the tortured echoing in her mind.

.o.O.o.

Rainbow Dash stood there in shock, watching the 'Witch' of the Empire start weeping like a young foal as she begged for something to stop, pleading with the voices in her head to cease. Twilight began to scream and fixed her gaze upon the pegasus begging her again and again to make the bad memories go away. The young Dragon simply looked up to the rainbow mare and asked, "Okay... smooth moves buddy. So what are you going to do now?"

Rainbow had seen enough. Imperial or not, the terrified, sobbing young mare was either the world's greatest actress, or she was nothing like the coldblooded killer she had expected to find here. Rainbow Dash was willing to take a chance on the lavender unicorn. Having no better idea for comforting the hysterical pony, she quickly grabbed a glass of water that was set on a table next to the mare's bed, and splashed it in the unicorn's face. She had to snap the unicorn out of her nightmare for just a moment.

Rainbow clumsily pulled Twilight Sparkle into a tight hug, one foreleg hooked around her body, while the other went to her head, stroking her mane, trying to calm her down. She couldn't think of what to say, however, since mushy stuff was never her forte - at least, it hadn't been in a long, long time. "H-hey, it's okay. You're fine now. You don't have to do anything that you don't want to."

"B-but they... I..." Twilight blubbered, before breaking down entirely, her body shaking from her sobs as she clutched at the bemused pegasus.

"It's not your fault," Dash spoke softly, still stroking Twilight's hair, who was slowly starting to stop crying. "You're safe now. You're safe."

Rainbow Dash had no idea what she was doing, but her efforts seemed to be having at least a slightly ameliorative effect on the unicorn, who was no longer shaking quite so violently. Hoping that one of the diminutive dragons could help her, she looked for them, only to see that she had been left alone in the room with Twilight Sparkle.

"Wha-what happens now?" the unicorn stammered. "There's no place for me. I'm - I'm - I can't go back, and I can't stay here!" She collapsed in tears again. "What do I _do_?"

This pony was a mess, Rainbow Dash thought. But what could she do? What was there to say to somepony who had been used by the Empire like this. Twilight Sparkle was right - there _was _no place for her back in the Empire, or living in civil society in one of the Free Cities like Neighshe. "Um, well, listen, I'll tell you what_ I _do, and then we'll talk more about you." Rainbow Dash had to get the unicorn to focus on something other than her own misery. "I, Rainbow Dash, am the most _awesome, coolest, __**and**_ fastest treasure hunter in the world! I give a lot of the small treasures and knick-knacks I find away to families that can't support themselves because they're not as awesome as I am! Of course, I keep plenty of 'em too. The most important thing I do, though, is work to stop the Empire's march of destruction across the World. There are all sorts of different ponies who are trying to do the same thing. Of course, I'm kind of the most important, because I'm_ fast, dangerous_, and _awesome_! With Rainbow Dash involved, the Empire never knows what hit 'em! You know, you might thing about becoming a freedom fighter yourself."

"I... I don't know," Twilight Sparkle haltingly replied, mumbling as she stared at the blanket covering the bed.

Frowning, Dash tried again, taking a different line of approach. "Umm, okay, well... What do you like to do? You know, like a hobby or whatever?"

"Erm... H-hobby?" Twilight asked, looking up shyly from her bed. "What's a hobby?"

The cyan pegasus facehoofed, trying to control her short temper, and muttered, "Come on! And ponies say that _I'm_ not very smart." Taking a slow, deep breath to help calm herself, she turned back to the oblivious mare on the bed, saying, "I'll be right back, okay? Here, have a scroll about..." Looking at the scroll, she shrugged, tossing it to the bed-ridden mare, finishing, "Whatever. You probably can't read anyway. At least it has something to look at. I'll be back in a flash, just as soon as I find out where shorty went."

Leaving the lavender mare to her own devices, the rainbow pegasus left the room to locate the amethyst and emerald hued dragon. She had hardly left the room, however, when she spotted him exiting what appeared to be a treasure room, carrying a cloth-wrapped bundle in his arms. "Hey, what's that?"

The dragon ignored her, heading straight for their infirmary, when a white and lavender dragoness rushed forward, holding another bundle that was taller than she was. "Spike, you forgot this!"

The purple dragon stopped, turning around to meet the other dragon halfway. "Oh right, I would have missed that later! Thanks Huffy."

The light dragoness bobbed her head respectfully before running off again. Rainbow Dash could only assume that the dragon had other duties to perform, so she just shrugged and followed the purple dragon once more, inquiring, "So your name is Spike? What's with that huge bundle? What's it for?"

"You'll see," he answered simply, walking into the room.

Rainbow, not satisfied with the dragon's response, followed him inside, and was about to start interrogating him further, when she noticed that the lavender unicorn was deeply engrossed in the scroll, her eyes wide as she moved her head back and forth along the lines. Opening her mouth to ask a question, the pegasus inquired, "Do you think she can actually read that? It didn't seem like she knew anything before."

Walking over to the obliviously reading mare, Dash looked over her shoulder, reading along for a moment, before walking back to Spike. "It's... just a little foal's nursery story. I only grabbed it because I wasn't familiar with it, and thought it might be rare or something. Thought I would give it away to the next..." She stopped, wondering what it was she heard, when she realized that, rather, it was what she was _not_ hearing that gave her pause.

Twilight had reached the end of the parchment, so the dry rustling sounds had disappeared, but what kept Rainbow quiet for just a moment more was the look on the unicorn's face. Her eyes were glimmering with unshed tears, sparkling in the firelight, her mouth quivering slightly as she asked meekly, "H-how is that a happy ending? Their parents were killed, then kidnapped by the monsters that attacked! So what if they managed to kill the monsters later, they're still orphans!"

Rainbow Dash was quiet for a moment, trying to decide how to reply, when Spike interrupted. He whispered quietly, "Not all stories have a happy ending. But most do have a lesson to teach, and this one has a fairly important one: bad things happen, and when they do, we must keep moving forward, and only then look for what we can change."

Twilight was silent for a moment as she digested the answer, her expression one of confusion. She opened her muzzle to inquire further of the purple reptile, but Dash spoke first. "Can you just tell me what's in that bag already? I've been waiting for like, _forever!_"

"It's been two minutes!" Spike replied. "Fine," he sighed, "since we need to be leaving shortly, let's move this along."

The diminutive lizard set the two bundles down on the ground, unwrapping the first one carefully to reveal a long, beautifully woven calamine pink cape. Dash could practically see the bits that were spent in the making of the cape, and wondered if it wasn't some lost artifact like some rare weapons she had seen. Gaping slightly, she swiftly recovered, asking in what she hoped to be a nonchalant voice, "So who and what is that for?"

"It is the first gift we dragons have that we wish to give to you, Twilight Sparkle, which is a cape to simply help keep you warm, and to help make you less noticeable as you escape from here," he explained, carefully standing on the bed to clothe the mare for her. "This cape has been imbued with ancient magic, from before the War of the Magi, that will keep the wearer warm in extreme chill, and cool in blazing deserts and volcanoes."

"F-for me? T-this is for me?" Twilight asked in dumbstruck wonderment, her eyes shimmering, though her face showed that puzzled by the grand gesture.

Spike nodded, hopping off the bed to unwrap the second, slimmer bundle as he answered, "Of course it is. Rainbow Crash here already h-"

"That's Rainbow DASH! D-A-S-H!" the rainbow maned mare corrected swiftly and heatedly, wings and feathers bristling at the insult.

"Eh, I was close," the dragon shrugged, appearing not to care much as he continued explaining to Twilight. "As I was saying, Dash here is already dressed for the extreme cold, but if you stayed outside in what you're wearing, without anything else to protect you, you'd freeze to death in hours! If there's anything that every pony needs, it's some form of clothing should the worst happen. The cape can even be used as bandaging should you get injured, and are left without any medical supplies," he finished.

"Then why don't you have clothes?" Twilight asked innocently, tilting her head to the side.

Rainbow started to laugh, before she shook her head apologizing, though from how her mouth quivered, she was obviously close to succumbing to giggling once more. "Sorry, I didn't think that you wouldn't know anything about dragons! They can live practically anywhere! They can eat just about whatever they want, and as far as temperature? They _thrive_ on heat, but since they make their own internal heat, they can survive easily this far north in the mountains, where it's easier for them to find treasure for them to hoard, eat, whatever it is that they do," she finished lamely, already bored of having to explain something to somepony else.

"That's correct," Spike confirmed. "Dragons are magical creatures. Though, in the days before the war that took so much of this world's magic away we were far grander, with wings that could blot out the sun over an entire village. Now, we are left with the modest forms you see here. It's as if we are no more than baby dragons."

"I think I like you better this size," Twilight Sparkle meekly commented.

"Ugh, is there anything else?" Rainbow Dash interjected. "I'm bored! I need to stretch these babies already! Caves cramp my style!" She stretched her wings out to their impressive full span and beat the air.

Spike retorted, "Keep your pony pants on, Raindbow Dash! Brimming with patience, aren't you? Practically a living embodiment of it," he finished sarcastically, as he unwrapped the second bundle.

Rainbow Dash gasped when she saw the metallic sheen of the contents, her eyes automatically calculating the worth of the contents. "This," Spike explained quietly, showing it with great care to Twilight, "is also for-"

"No!" Twilight interjected, her eyes wide with fright as she backed up against the wall. "I refuse to take up a weapon again! I won't kill! You can't make me! _You can't make me!_"

"Whoa chill, _chill!_" Rainbow Dash said quickly, rushing over to the terrified unicorn, and placing herself protectively between Twilight Sparkle and the shining longsword that Spike had revealed. "Nopony's making you do anything! Don't you know what swords are made for?"

"T-to kill, to take away lives," the lavender mare answered softly, her voice trembling. "Just like me."

The pegasus shook her head, explaining, "No, you're wrong. That is what they do in the wrong hooves. A sword, a true sword, is created to protect, not to destroy. That it the first lesson that everypony is supposed to understand when learning how to fight."

As Twilight continued to look at the sword apprehensively, Spike said quietly, but in a commanding tone, "You need to take this, even if you refuse to use it. If you look harmless, then there are those out there that will try to take advantage of you. You'd appear weak and helpless. If you have a sword, even if you never use it, and only wear it, if you scare off even a single enemy or monster by _looking_ like you can and will fight, you're making yourself, not to mention the others with you, safer. Please..."

Twilight regarded the sword hesitantly, and asked "so I... I don't have to use it, just wear it?"

Spike looked grimly at Twilight Sparkle. "I will not lie to you, pony friend. Eventually, there will come a day where nopony else will be around to protect you, and when that happens, you'll have to chose whether or not to fight, or to give up and let yourself, or others who are helpless, be killed. We can protect you for now, but not forever. While you're still learning about the world, and figuring out what you want to do, I'll do my best to protect you." The dragon paused and turned to Rainbow Dash, who was pacing anxiously across the room. "Alright, enough talk. Come on, it's time to get going, and we still need to disguise you guys so we can get out of Neighshe without any problems. Let's see..."

Walking over to the nearby fireplace, he waved the two ponies over, only to find them struggling to to attach the sword under Twilight's new cape. Tapping his foot on the floor impatiently, he picked up some coal, easily grinding it down to dust with his claws. Walking over to the still-struggling mare, he coated the unicorn's mane and tail black with the powder, ignoring her protests as he made sure her mane was completely black, before checking that the cape covered her cutie mark.

Once he was completed, he turned to get to work on the pegasus, but found her already dusting herself with ash, turning her normally chromatically bright mane and tail grey. "Heh, you catch on quicker than I would have guessed," Spike said.

"Have you not heard of me? I'm _Rainbow Dash_! I'm the _definition_ of quick! If you looked in a dictionary for the definition, all you'd see is a picture of yours truly!" she finished, puffing her chest out proudly.

"Yeah yeah, let's just get moving already. We'll need a story to tell your guardponies if we're stopped for questioning."

"Already got one," Rainbow replied smugly. "We're escorting you to Fillygaro Castle to talk about the possible opening of a trade route between the dragons and the Kingdom of Fillygaro. Simple."

"Alright, but why Fillygaro?" Spike inquired as he led the way through his caves, taking side passages to avoid attention.

"Because it's the closest city around, and any trade route further out would have to go through them, so it wouldn't be as believable," the pegasus answered as they exited the dragon caves and re-entered the mining complex through an abandoned mining tunnel. "More importantly, I have friends there."

They walked in silence for a moment, when Dash realized that they hadn't heard from the unicorn in awhile. Turning back to check on the mare, she saw that she was silently trailing behind, keeping her head down. She glanced to Spike, who gave her a look telling her that the 'newbie' wasn't going to be looking for monsters, so she needed to take rear guard, so that they wouldn't get back atta-

_**~EEK!~**_

Spike and Dash whipped around to see Twilight Sparkle, 'witch' of the Empire, scourge of freedom, killer of hundreds of soldiers in mere minutes, screaming her head off at... A bat. And not just any huge, terrifying, poisonous, blood-sucking bat, but a bat that, Rainbow Dash would have sworn, wasn't even three months old.

_"BAT!"_ Twilight Sparkle screeched at the top of her lungs, leaping so high that her horn almost got stuck in the ceiling.

Before Rainbow Dash could pull her dirk out, Twilight had already levitated her newly acquired sword out of its sheath, flailing it about wildly in the general vicinity of the 'monstrous' bat, shrieking all the while with her eyes screwed shut. Apparently her fear of bats won out over her fear of the weapon. Dash rolled her eyes.

While the lavender mare in front of it freaked out, the small, innocent bat proceeded to fly away slowly, using its echolocation to dodge the inept swings of the unicorn that couldn't be bothered to look where she was swinging. It probably didn't even realize the pony was trying to hit it. Once it was out of sight, Rainbow Dash sighed, and facehoofed as she announced in a monotoned voice, "Twilight, you got it. No more bat. You can stop swinging now..."

Panting for breath, her eyes still wide from the adrenaline rush her body experienced from the fright, Twilight stood still for a moment, making sure there were no more bats in the area before she slumped to the ground, her body completely limp, her limbs sprawled to both sides of her stomach. Before the pegasus could berate or complain about the unicorn, however, several guards rushed into the area, their weapons held at the ready as the leader's voice boomed in the tunnel. "Is everypony alright?! We heard a scream and..."

The lead guard's voice trailed off as he saw the two ponies and dragon, staring at them for just a moment before he took his own weapon out and held it at the ready in his mouth. He had to speak around the handle of the weapon. "Ith tha th With?! Freeth! Domph moof!"

Twilight froze up, the pupils of her eyes shrinking to pinpoints as she looked at the head-guard in terror. Spike glanced to the pegasus for just a second, hoping to catch a clue as to how she wanted the situation handled, but all the cyan mare had only one word to say to him, and it wasn't exactly something that could be called 'advice', or an order.

"Horsefeathers..."


	3. In Which They Leave Neighshe

Rainbow Dash could see that her group was outnumbered, and quite badly at that. She positioned herself in a defensive stance that would allow her to lean back and grab one of her knives in a split second, but decided to try diplomacy first. Even if it didn't work, she might be able to stall the guards long enough for her to think of a fighting plan to get out of the tunnels alive. Feigning calm, she replied to the guard's query. "Can we help you? We're already running behind, and arriving late will _not_ help convince our client that it's in Fillygaro's best interest to open a trade route with the ponies and dragons of Neighshe. You see, I'm, um, escorting the… dragon ambassador here."

The leader of the guardsponies didn't relax his posture, but Rainbow could tell from the slight changes in his facial expression that he was willing to listen, if only for a moment. Spike, seizing the opportunity for a peaceful resolution, spoke up. "Now, if you would hurry up and put your weapon away so that we can speak _normally_, we can get finished here and move along. I don't have all day, you know, and I _doubt_ you're wandering these tunnels for your health."

"You're right," the captain said after a moment, returning his sword loosely in its sheath, ready to draw it again on a moments notice. "We were searching the tunnels when we heard a scream, and thought it might have been a victim of the escaped witch tha-"

"Witch?! Wait, you mean that she's really here?!" the dragon interrupted, his eyes going wide, acting surprised and horrified. He turned to Rainbow Dash, "I will _not _traipse around these caves while some imperial psychopath could be lurking around any corner!"

Rainbow Dash, who had relaxed her stance, immediately froze up as well, exaggerating her head movements as she 'searched' the tunnel, her hoof going back to her dagger once more. "Oh come on! The witch is loose?! I _so_ don't get paid enough for this! Oi! Newbie! Get on your hooves already! And uh... sorry for not believing you earlier," she finished, feigning embarrassment.

"Wha?" Twilight Sparkle was clueless as she slowly rose to her hooves, her eyes still wide, her body twitching, ready to run at the first opportunity.

As the captain opened his muzzle to question them further, the pegasus beat him to the punch, continuing, "See, she was only just hired, and she was spouting this, well, it _sounded_ like nonsense earlier, but if you're telling the truth, then it's not crazy anymore. She was spinning this unbelievable story about how the witch from the empire was here, had killed dozens of guards with fire and magic stuff, and that she had _seen_ it herself from the tunnels, while she was on her way to meet up with me and the client here. She's been jumpy the whole time. Heck, you should have _heard_ her just a couple minutes ago! Practically buried her horn in the ceiling she jumped so high, and from a little _bat_, can you believe it?!"

"So that's what that scream was..." the captain said, looking sharply towards Twilight. His eyes narrowed as he walked towards her slowly, saying in a thoughtful voice, "So, she saw the 'witch', did she? That's _great_ news! She can tell us what she looks like then! So tell us, what does the witch look like?"

Rainbow Dash and Spike both paled ever so slightly, their breath catching in their chests. They glanced to each other, both began preparing for the worst, when Twilight spoke up softly. "S-she, she's the scariest thing I've ever seen in my life," she gasped, falling back down to her knees, starting to shake once more. "S-she, her face… her eyes were dead. It was like she had no soul, and she _slaughtered _all the ponies that got in her way. She's… a monster."

As her eyes filled with tears, segments of memories started to resurface from when she came to town. "She... s-she poisoned the guards, used lightning on the dogs... She... She..."

Clutching her head in her forelegs, she shook even worse as she started talking with herself, not noticing the captain nearby. "S-stop it... Make it stop! I... Not again... not again!"

She was so far gone that she hadn't noticed that her companions, along with the captain, were all next to her, trying to get her to calm down, with no success. Finally, after a moment of debating internally, Dash knew what she had to do. "I'm so sorry," she whispered, before bringing her hoof down on the back of Twilight's head, knocking her out cold. Everypony relaxed as the lavender mare grew silent, her cries making even the most battle-hardened of the guards uneasy.

The captain stood up slowly as Rainbow Dash tried to make Twilight comfortable, saying gently, "I'm sorry. I should have known that if she had really seen the witch in action, she might be traumatized. Forgive me for being suspicious, but your friend matched the witch's description fairly well, aside from her mane... And her cape, so we had to ask, you know? I... This should never happen to mares. Not that I would wish post-battle trauma on _anypony_, but the last ponies it should happen to are mares."

"It's all my fault," Rainbow said softly, while consciously avoiding rolling her eyes at the guard's casually patronizing misogyny.

"How is it your fault?" the captain asked, puzzled.

"I... I'm the one that convinced her to come here in the first place..." Rainbow lied, doing her best to feign sorrow. "She's from the Southern Continent, a scholar. She's a very peaceful mare, and when she was conscripted to join Blueblood's army, she didn't know what to do. She only wanted to use her knowledge to help others, not cause harm, so... I suggested she join me as an adventurer, where she'd be able to read tomes from all over the world, make it easier for her to learn more, and help others..."

"Hold on now, what would make you think that some skinny little bookworm like that would be cut out to be an adventurer, least of all in these frozen mines? You should have known better than that!" the guard chided, miffed at the pegasus mare.

"Just because she's peaceful doesn't mean that she can't protect herself!" she protested, getting angry herself. "I taught her enough that she could at least hold her own until I could help her out! How was _I_ supposed to know that she'd nearly get fried by some crazy sorceress, huh?!" she snapped at the captain, who backtrotted quickly.

"Captain, I uh, hate to interrupt, but we need to keep patrolling..." one of the guards spoke up, shifting uncomfortably at telling a superior what to do.

"You're right, but," the captain said, looking to Rainbow Dash, who was struggling to heft the unconscious mare onto her back. "With the ambassador's party left in such a state, I feel like we should offer to escort them to the city exit, as they are currently unable to defend themselves."

"You... realize that I do not have gems to compensate you, captain," Spike said, crossing his arms. Rainbow too was suspicious of the altruistic nature of the offer, but perhaps the guard's chauvinistic chivalry would turn out to be of some benefit.

"That is not of importance to us, dragon," the captain said firmly, his face setting. "It is a guard's duty to guard, and I will not have you wandering these tunnels like that."

"But sir, we're supposed to be searching for the witch! Besides, they're not even citizens of-"

The outspoken guard quivered under the captain, visibly wilting under the scrutinizing glare. "So you're saying that you would just stand by and watch them get killed if the witch showed up _just_ because they are not from Neighshe? Consider your next words carefully, private," the captain growled.

"N-no sir!" the hapless guard replied, saluting, before choosing to remain silent.

"Wise choice," the leader snarled, before turning back to Rainbow Dash. "Please allow us to escort you outside of Neighshe. If you would allow us to also carry your companion for you, we w-"

"No!" the pegasus snapped, backing away from the captain automatically. When the captain looked uneasy, she continued softly, "I mean uh... no, thank you, but... I have to do this... It's my fault that... that this happened to her, and the last thing I want for her is to wake up on the back of some strange stallion, you know?"

"... Ah," the captain said tactfully, dropping the subject swiftly. "Umm... Well then, shall we get moving?"

"Right then," Spike said, shifting his posture as he took a deep breath. "I was hoping not to have to do this, but it seems I'm left with no choice."

The guards watched in amazement as umber flames erupted from the dragon's maw, before coalescing into a short lance that shimmered even in the dim cave as he grabbed the paw-grip of the the spear. Spike fell to his knees for a moment, panting heavily, and shaking his head. "I forgot how much I hate that …"

The captain, stunned at the weapon's sudden appearance, asked incredulously, "But... you can... Wait a second! You can fight?"

As Spike regained his breath, Rainbow answered for him in order to smooth over the awkward moment, and assuage any threat the captain might be feeling. "Are you kidding? Look at that guy! He's like, a third your size. I really doubt he's gonna offer much resistance. Plus, as I've been reminded countless times already, dragon nobles don't like to get their scales dirty."

Sighing, she continued disgustedly, "That, and now our pay is docked. We had an agreement that if, for whatever reason, he had to defend himself, we've been considered to 'fail' our mission, and only get half payment. And that doesn't count penalties for arriving to Fillygaro late, injuries, and stuff like that..."

As the captain grimaced in empathetic pain, Spike stood up, rolling his shoulders to loosen them up. "I might reconsider that just a little," the dragon commented, popping his neck. "I know we said 'for whatever reason', but neither of us were expecting something like the witch of the Empire to be anywhere near us! Yeah, I'm docking your pay for having to use my lance, but I won't cut the pay in half. At least, not yet."

Rainbow Dash wiped her forehead theatrically, murmuring her thanks. The captain put a hoof to his mouth, and created a short, sharp whistle. The remaining guards, who had been looking around nervously, turned to attention, saluting before they split up into two groups, protecting themselves from back attacks. Before the captain could walk away, Spike nimbly jumped up onto the stallion's back, balancing himself expertly with his lance. The captain turned back to Spike, opening his mouth to ask a question, but he was beaten to the punch by the dragon.

"_Ambassador_, remember?" Spike asked.

"But you're not paying _me_!" the captain protested, and tensed up as if to prepare to buck Spike off, before finally settling down. "Fine," he relented. After giving in to his diminutive mount, the captain led the way.

.o.O.o.

The journey to the tunnel exit was nerve-racking for both parties. One feared an evil witch could be lurking around any corner, the other that the "witch" herself would wake up and give away their ruse. Both feared what lurked in the caves - whether monsters or betrayal. The random encounters with common cave vermin did nothing to ease the tension for either of the two groups, though some of the guards were enjoying the odd couple of bits and tiny gems they came across in the dim tunnels.

Eventually, the combined groups reached a dead-end, and the guards all relaxed visibly. A few turned around to guard the back, and the others pushed forward a little more. As this forced Rainbow Dash against the wall, her wings flared. Spike slowly shifted his stance, ready to fight as his companion spat, "What's the meaning of this?! I thought you were going to help us! I should have known we couldn't trust you stallions," she snarled, her eyes narrowing as she carefully laid Twilight down behind herself. She then drew a dagger from underneath her wing, holding it in her mouth as she took an aggressive stance, ready to fight for her life. "This is one mare you won't be taking advantage of!"

The captain blinked, confused, saying slowly, "What are you talking about? I'd never harm a lady, even one such as yourself. We _are _helping you."

Rainbow Dash froze for just a second, before she growled, "Oh yeah? How?"

Remembering that he had an armed and dangerous dragon on his back, the captain slowly pointed at the wall next to the pegasus, saying in a calm voice, "Secret exit. Just pull on that torch right there, down towards yourself."

Dash blinked in surprise, but kept her guard up as she slowly moved over to the torch, her eyes never leaving the guards surrounding her. After a moment of hesitation, she deftly pulled the torch. It moved so fluidly that the pegasus nearly lost her balance, though she barely had time to recover before a hollow _BOOM_ echoed through the tunnel.

"What was that?!" she exclaimed, her wings shooting out reflexively once more.

A couple of the guards chortled, before they were quickly silenced by their captain's glare. "That was the counterweights keeping that stone wall closed. Even I'm not sure how they did it, but pulling and pushing those torches will move some bars inside the stone door, allowing it to open or stay closed. They're almost never open now, especially with the Empire starting to expand toward Neighshe."

As Rainbow Dash opened her mouth to speak, she was interrupted by a gust of wind that caught her off-guard, sending shivers throughout her body. As she fluffed her wing feathers out to better trap in the heat, she dared to turn around, and saw that the wall had indeed moved far enough for them to pass through with ease. Looking outside for the first time in what seemed like ages, she blinked against the light and waited for her eyes to adjust. She saw that they were just to the south of town, outside the main city gates. She glanced back to the captain, who was still standing in the same spot, a patient look on his face.

Rainbow Dash had the decency to blush ever so slightly, blustering, "W-well, I mean, it's not like-"

The captain chuckled slightly, interrupting, "It's fine. In hindsight, I should have mentioned that we would be using a secret exit, so that you wouldn't jump to conclusions, so I have to take some small fault there. Just hurry, alright? It's already mid-afternoon, and you'll want plenty of time to get away from here if that sorceress is still around."

"R-right. Umm... thanks," the pegasus said reluctantly, rubbing one foreleg with another. "You know, for the escort and all."

"Don't worry about it," the captain replied, waving a hoof. "We just want you all to be safe. After all, a dead traveller isn't going to be able to buy our wares the next time she visits town, would she?"

After thinking about that for a moment, Rainbow Dash chuckled a little. "Good point."

Spike jumped from his perch on the captain's back as he saw Twilight start to stir. Rainbow Dash also bolted for the unicorn, leaning down to check on her. "Yo, you alright there? Come on, we need to get going!"

The lavender mare moaned slightly, struggling to open her eyes. The captain walked forward a couple steps, before setting down a small blue bottle. "Here, drink this. It's just a little potion, but it should help wake her up and get her moving. It's not much, but consider it an apology for freaking you out like that."

The pegasus almost couldn't believe her group's luck, and she kept looking back and forth from the potion to the captain. "Thanks, I owe ya one." Twilight Sparkle was too groggy to object, so she poured the potion down the unicorn's throat.

"Just be safe out there," the captain said. "Good luck opening that trade route. We need every advantage we can get before the Empire comes calling again."

"We'll be careful," Rainbow Dash replied.

The potion was already having an effect on Twilight Sparkle, and the unicorn staggered to her hooves, looking confused.

"Let's go," Rainbow Dash said to her fellow travellers. She led the way as the trio began walking away from the town of Neighshe, and toward a potentially even more dangerous unknown. She didn't dare relax until they were a fair distance from the town and the guards were out of sight.

"I hope the poor captain of the guards doesn't spend too much more time on that witch-hunt," she said at last, turning to Spike.

"He'll soon have bigger problems," the dragon replied. "The Empire doesn't ever give up. They'll come looking for Twilight."

.o.O.o.

Twilight Sparkle was completely unprepared for the howling winds and bitter cold of the frozen tundra; it was all so much more hostile outside of the protection of magitek armor. There was very little vegetation anywhere, and what little there was mostly frozen, very little being green and alive. The few small hills scattered across the arctic plains restricted their line of sight. As another gust of wind blasted the small party, Twilight was grateful for the cape, as it blocked enough of the chill to keep her sufficiently warm to keep plodding along. It was still very cold out, but she didn't feel like she was going to freeze to death anymore.

They encountered several parties of monsters, but the beasts of the frozen wastes stood little chance against Rainbow Dash, master of the sky. She scouted ahead, checking for ambushes. However, as the evening wore on, when monsters were less likely to attack, she started practicing some aerial tricks. All it took was one moment of complacency, one mistake, for the bandits who had been shadowing the group to strike.

Raw speed was the only thing that saved Rainbow Dash's life. A bandit with a crossbow missed hitting the pegasus by a hair, the only warning that she had been negligent in her duties as a scout. Berating herself, she corkscrewed skyward out of range, all the while making herself a rapidly moving target. If she flew too high, though, Rainbow knew the bandits would abandon their attempts to bring her down and focus instead on Spike and Twilight. Those two, especially Twilight, would be easy pickings with a crossbow. She had to keep their attention on her.

"Up here, boys!" Rainbow Dash called, diving toward the bandits and rolling to avoid another volley of bolts. She flared her wings just as she reached the ground and turned her steep dive into one of her favorite tricks. Instead of pulling up, she pantomimed trotting across the ground even though her wings were doing all the work, propelling her past the slackjawed bandits. They apparently didn't care for the show, because Rainbow had to loop up and around in a tight spiral to avoid the next pair of shots. Still, her plan was working; the bandits' attention was on her, and away from Twilight and Spike.

.o.O.o.

While Rainbow Dash was busy keeping the bandits with ranged weapons busy, Spike was left fending off a pair of burly earth ponies barreling headlong toward him and Twilight Sparkle. While Spike had the advantages of reach and dexterity, he was outnumbered. He jumped from his resting place on Twilight's back, landing a short distance from the pair rushing towards them. The motley pair slowed to a halt, grinning mercilessly at their diminutive foe. "You will go no further," Spike began. "If you wish to fight so badly, then you'll have to face me first."

When the first bandit, a brown mare, spoke, her badlands accent was nearly unintelligible. "Oi, 'ickle lizzy-boy theah, jes give us ya shiny stuff and we might take a shine ta lettin' yous walk away, yeah?"

Spike laughed, allowing a savage grin on his visage as he mocked, "You want our _gems_? Don't know much, do you? Dragons _eat_ gems! We have nothing of value that you want, so don't waste your time."

"Wha?! Ya dun even lookee like a dragon, lizzy-boy. Weah thinkin' that yas jes a wee 'ickle liyah. Yas lyin', ain't yas?" The mare was practically hopping in place, and Spike recognized the tell-tale signs of wastewort addiction. This mare was as high as a kite, _and _she was angry, and that made her very dangerous.

"Eh, wot if 'ee ain't lyin'?" the dirty grey stallion standing next to the mare asked. "Draggies be eatin' gems, truth, if me pappy reccalected right, innit?"

"Yer ol' pony tales is fah idjits an' wee tykes. Jes stories!" the mare retorted, turning away from Spike to yell at her compatriot.

That was all the opening Spike required. Seizing the initiative, he took a step back and launched himself high into the air, using his lance as a pole to help him gain more height.

By the time he hit the arc of his jump, the two bandits had turned back to look for him, but too late. Spike felt little resistance as the sharp point of his lance drove through the brown mare's throat and out the other side. Crimson torrents followed as Spike pulled his weapon free and jumped back into a ready stance. The mare fell, clutching feebly at her throat for a few seconds, and then was still.

"I gave her a swift death out of mercy. If you chose to stay, I can't guarantee the same for you," Spike said flatly.

"Bastahd! Monstah! I'll kill ye! I'll gut ya! I'll weah ya skin fah that!" the stallion roared, charging the small dragon.

Spike twisted his spear around, wielding it like a quarterstaff to fend off the stallion's wild attacks, and waited for the right moment to strike back.

.o.O.o.

Twilight watched wide-eyed, rooted in place, as Spike and Rainbow Dash fought. She had trouble breathing, her mind racing as she struggled with a single question. 'Why? Why are they fighting? Why are they forced to fight? Why are they doing this? Why-'

"Ya look like a reasonable maeah, doncha? How's about you be a good 'ickle filly and hand those items ovah, and ya won't get hurt?" a growling voice behind her interrupted.

Twilight jumped visibly, screaming for a second, before she spun around, shaking. "W-why?" Twilight replied automatically.

The bandit looked dumbfounded for just a second, before he snarled, "'Cuz I told ya so, ya daffy maeah! C'mon, yeah? Hoof 'em ovah, 'fores I be losin' me tempah!"

"B-but who's forcing you to do this?! Why do you have to attack others? Who's controlling you?" Twilight pleaded insistently, leaning toward the stallion with an earnest expression. "We could help you! Just tell me who's making you do this!"

The bandit laughed, his eyes glinting evilly in the setting sun. "Makin' me? Pshaw! 'Tis daft, innit? I does it 'cuz I wants ta, tain't none other reason, maeah. Now, hoof over yer cape sharpish-like, or yas be meetin' the pointy end o' me blade."

Twilight just stood there for a long moment in shock, stunned. _But... He-he's not being forced? He... He's_choosing_ to..._

"Roight, time's up, innit? Ya gets ta die, maeah. No hahd feelins'." The stallion gave a mad shout and charged forward to strike Twilight down.

Panicking, Twilight closed her eyes, anticipating the pain she was about to feel. A tingle traversed her body from tail to horn as her magic acted involuntarily. Perhaps it was trying to protect her? When the expected death blow didn't come, Twilight opened her eyes to see that she was levitating the now-helpless bandit in the air in front of her.

"Lemme down, witch! Demon spawn o' all what is rotten! Lemme kills ya so's I can do the woild a favah!" The bandit screamed with rage. "Lemme down, now! Lemme -"

Twilight was shocked when a knife appeared out of nowhere, embedding itself in the bandit's throat and turning the stallion's rant into a gurgling, wet sounding death rattle. In her surprise, she let the dying pony fall to the ground where he swiftly expired.

"There, you're down," Rainbow Dash said to the corpse as she landed and used her mouth to pluck the knife free. As Rainbow wiped her blade clean on the dead bandit's clothing, Twilight, for her part, turned to the side and heaved up what little she had managed to put in her stomach.

"Hey, you okay? You're not hurt, are you?" Rainbow Dash asked, moving over to comfort the sick unicorn.

"Y-you... He..." Twilight struggled to gather her thoughts coherently, settling on an unsure nod. The acid taste of her bile made her want to throw up again.

Rainbow Dash offered her companion a swig of water from her canteen, which the unicorn used to wash her mouth out before drinking a second gulp. "Okay," Rainbow Dash started. "Come on then, we should get going. We'll need to set up camp shortly. The sun's already setting, and it's going to get very cold, very quickly. We'll get you some food when we stop."

Twilight nodded shakily, following the pegasus away from the battle-scene. Twilight kept her head down, trying to avoid looking at the dead thieves as best as she could, but her eyes kept wandering back to their corpses, ignoring her mind's orders.

Spike emerged from around a small hill, his lance now free of blood and gore. "You're safe? Well, that's something, at the very least. None of them had anything worthwhile on them, aside from the weapons, and even then, most of them are dull or mistreated. Still, at least something came from fighting them, aside from making the road a safer route."

"There is?" Twilight asked softly. "W-what's the other good news?"

"Simple," Spike replied, jumping up onto her back, sitting down to relax. "We were attacked by bandits that had nothing on them aside from weapons. What does that tell us?"

"They had a base of operations not far from here that they used to store all of their food, supplies, and valuables," Dash answered for the unicorn, explaining it to her. "It means there may be something of worth there. Even if there's nothing of value, at least we'll have shelter for the night. I just need to look for it. I'll be back in ten seconds flat as soon as I find it!"

With a cocky grin, the proud pegasus took to the sky, a rainbow contrail the only sign that she had been standing next to Twilight. Twilight blinked in surprise, before looking behind her. While the bodies lay out of sight, she couldn't get the stallion that had attacked her out of her head, how he had laughed at her tauntingly, like she was just a foal.

Quietly, she asked the dragon lazing on her back, "Um, Spike? Not that I thought you weren't telling the truth before, but... after what just happened, I think I understand what you were trying to tell me. It doesn't really matter to others if I want to fight or not, does it? They're going to kill me either way."

Twilight kept her head down as the pressure on her back shifted. "It's a little more complicated than that, but yeah, for the most part," Spike agreed quietly. "It could actually be worse. You see, if you don't fight, you're showing that you don't think for yourself, that you're not willing to defend yourself. You know what they'd do to you then?"

Twilight shook her head in silence, eyes narrowed as she tried to figure out where the dragon was going with his train of thought.

"They do whatever they want to do," Spike answered softly, a hint of sorrow seeping into his voice. "I don't want to needlessly scare you, but there are fates much worse than death. If you don't fight, you could be beaten, you could get raped, and, eventually, if you weren't killed, eventually the Empire would find you for sure, and enslave you again, and force you to do all of the things you're trying to get away from."

The lavender mare felt a chill run down her spine as she envisioned the crown being forced back onto her forehead, the chill of the metal around her horn as it sent instructions to her brain, forcing her to do its bidding.

"No! I refuse to let that happen again!" she suddenly shouted, her expression growing cold as she stopped herself from giving into the sorrow of her past actions.

"W-woah," Spike exclaimed, lurching dangerously on Twilight's back as she shook. "I'm sorry, I didn't mean to make you relive your past traumas; I just want you to learn that there's no shame in defending yourself."

"I'm just," Twilight began to reply faintly, her breathing becoming shallow. "I'm just scared; scared out of my wits! I don't know how to fight! What if I mess up? What if I die? What if I cause one of _you_ to die?! What if-"

One resounding _smack_ later, and Spike relaxed, a smug grin on his face as a purple hoof was raised to the unicorn's head, messaging a new lump. "What if you actually calmed down so that you could talk rationally?" he teased. "Just think of what we could actually get accomplished!"

Spike seemed immune to the baleful gaze the unicorn shot his way, the daggers from her eyes missing him by miles. "You see? No more panicking! You can concentrate rather well, it seems, if you just try."

Rainbow Dash alighted on the ground next to Twilight, a light blush adorning her face. "Found the camp," she announced, panting lightly. "Just over the ridge. Would have been back sooner, but the wind wasn't exactly being cooperative."

As the small group headed out for their new destination, Spike drew Twilight's attention once more as he started to talk. "Twilight? After we set up camp, I'd like to train you. How about it? Are you ready for your first lesson?"

"I um, guess?"

"Excellent! Don't expect me to go very easy on you, my dear student," the dragon said with a malicious smile, his eyes seeming to glow from anticipation. Little did Twilight know that she would soon be regretting those three little, innocent words by the time she was ready to sleep.

.o.O.o.

Twilight Sparkle fell to the ground heavily, the rug beneath her spent body quickly becoming saturated with sweat, her breathing limited to the shallow, rapid gasps of a stranded fish. She wasn't sure if she was going to make it or not; every single cell in her body screamed at her, demanding relief from the heavy abuse she was inflicting on herself. "W-water..." she croaked, fighting the blackness that threatened the edges of her vision.

"You're kidding... You're kidding, right?" Rainbow Dash asked flatly, looking from Spike to Twilight, disappointment emanating from her posture, voice, and face. "I've seen _foals_ with better endurance than that! You didn't even last five minutes! I mean, come on! Show some backbone! Can't you even fight more than twice? I mean, you're not gonna last long in this profession if you can't even do it twice, let alone five or ten times! Come on! Swing that sword again!"

"I can't," whimpered the drained unicorn. "It hurts just to talk."

Dash sighed, sitting down in temporary defeat. "Fine, but you're going to train twice as hard tomorrow night, got it?"

A relieved sigh was the only answer she received at the moment, as Twilight decided to rest her head on her front legs, shifting slightly in hopes of getting a better position that would put less pressure on her aching muscles.

Twilight gazed at the firepit, ignoring the surroundings of the outlaw hideout that they were occupying. She watched the flames dance merrily, allowing the optical illusions from them to start to lull her to sleep, when a single question popped into her head. "How did you make the fire?"

"Huh? What do you mean?" the cyan pegasus inquired, puzzled at what Twilight was confused about.

"Well, I mean," the unicorn replied, her eyes squinting at the fire as she thought harder. "Dragons can breathe fire, but you had started the fire before we got here," she continued, her voice slowing as her eyes widened. "Wait a moment... Can _you_ use magic as well?"

"Magic?" Dash questioned, starting to laugh. "Do you even know me? I'm too awesome for magic! Nah, I just did it the old fashioned way."

Twilight blinked, her mind blanking for a moment as she processed the information, before questioning, "Well then, what's the old fashioned way?"

"Well," the dragon answered, stretching a bit before resting against her still hot body, "to put it simply, she rubbed two sticks together. Friction causes heat, so when the sticks got hot enough, they start a fire. Simple enough, right?"

Twilight only frowned, asking, "But why does friction cause heat? If heat is the only thing that's needed to make fire, then why aren't volcanoes on fire? Why don't deserts melt? Wouldn't the cold here prevent the fire from ever starting? What keeps the fire burning? What ma-"

"Stop, stop, slow down!" Spike ordered, his eyes threatening to bug out as he tried to stop the flow of questions that never seemed to end, finally clamping his paws over his spines to block her out.

When Twilight turned to Rainbow Dash, her eyes hopeful that the pegasus would know the answers, her ears flattened against her skull, disappointed as the pegasus replied, "I, I don't know! Does it really matter to know _how_ it works? Can't you just be happy that we have a fire that keeps us warm? Who cares _how _it works so long as it does? You're thinking about this too much! Just relax, okay? We've got a long day ahead of us tomorrow, and we aren't going to get far if you're going to stay up all night asking stupid questions! Just... Relax, okay? You probably won't care in a day or two anyways."

As the pegasus made herself comfortable near the fire, Twilight was left to her thoughts, frowning slightly as she rested her head on her forelegs, curling up around the dragon resting against her stomach. She used her tail to cover herself and Spike, and was glad that her cape covered the rest of her body, preventing heat from escaping it.

She yawned, pondering idly, ~_I wonder where I can find the answers to all of these questions... I don't want to be stupid or ignorant anymore!_

_I hate how they keep treating me like a foal, just because I don't remember anything._

_It's not fair! I'll show them they can count on me! I have to pay them back for all they've done somehow...~_

Twilight sighed softly, before yawning again, falling into a deep, dreamless sleep.


	4. Wherein be Donuts and Castles and Books

"Please tell me that isn't another mirror-whatsit," Rainbow Dash lamented, trying to keep from whimpering.

As harsh as the journey across the frozen wastelands treated the small party, Rainbow began to wish she could return, if only to escape from the blistering heat of the desert. Her spirits started to soar when Spike chuckled, "I don't think that's a trick, Dash. I think we've finally made it to Fillygaro! C'mon! Let's hurry up!"

Noting the weariness in her first companion's voice, Twilight tilted her head in confusion, inquiring, "Why are you so tired? I thought you were an adventurer and stuff. Aren't you used to flying a lot? I feel just fine!"

"Because it's, like, a freakin' million degrees out, Twilight!" Dash moaned, her body sagging in the air, despite her wings pumping to keep herself airborne. "Not all of us got freaking magic capes, or are frelling cold-blooded like Spike and love the heat! No, Twilight, _some_ of us have these things called feathers, and they tend to trap in the heat whether we like it or not!"

"Cold blooded? What does that mean?" Twilight asked eagerly, sensing a new topic from which she could glean information.

"Well, it means that I like the heat. I can move faster to fight back or avoid danger. We eat gems in the mountains to help us stay extra warm, since the cold makes us slow and sleepy. We won't go into a long sleep like other lizards if we run out, but we won't be happy, believe me!"

Twilight walked along in silence for a moment, deep in thought, before she asked several more questions, much to the fatigued Rainbow Dash's irritation. "So how are you going to eat if we don't have any gems?"

"Well, because we eat everything," Spike explained, adapting an older tone of voice to sound wiser. Twilight didn't notice much of a difference. "We can survive anywhere, but we need gems if we want to grow both physically and magically. Gems keep us warm inside, and let us breathe our flame attacks. I mean, don't get me wrong, I love gems more than _anything_ else, but unless we go somewhere really cold again, I don't _have_ to have gems to survive."

Twilight pondered that for a moment, before continuing her tirade of inquiries, much to Dash's annoyance. "So what is it about gems that keep you warm? How do they let you use 'flame attacks'? Does the type of gem you eat change what kind of flame you breathe? How big can you guys get if you don't get sick or have an accident or whatever? Ho-"

"Oh, would you look at that?" Rainbow asked loudly, faking a disappointed tone. "We're just about there! I guess there isn't any time to answer all of your questions. Shucks," she finished, giving a half-hearted swipe in the air with her foreleg.

Twilight glared at Dash for a moment, huffing as she muttered quietly to herself. "Fine, I'll just find somepony _else _to ask and get answers from!"

Having been confounded from receiving any answers to her inquiries, she turned her attention to the large structure ahead of them. It towered above them, many times their height. While there were no side-towers, it still had a powerful presence, the sheer size of the castle adding much to its intimidation. _I wonder just how long it would take somepony to __**walk**__ around this place! It's huge! Even as fast as she is, I doubt that Rainbow Dash could fly around this place __**that**__ quickly! Huh. I wonder why this looks so different from Vectorlot. I mean, why aren't there any additional towers for more living space? How would a king or queen get any privacy if they don't have their own tower?_

She continued to plod along, lost in her thoughts, behind Spike. At the head of the group, Rainbow Dash landed with a flourish of her wings, settling them against her sides as she trotted up to the large castle's gate. She was stopped, however, when a lone pony barred the way, holding a lance at the ready as he ordered, "Hey! Hold it right there! State your... Oh! It's you!"

The guard relaxed, leaning against the wall, which was covered in shade thanks to the exceptionally large structure. "How's it going, Dash? Got any cool treasures lately? You can go on in! We can catch up later, alright?"

Rainbow Dash smirked, flicking her tail in the guard's muzzle as she sauntered past, commenting, "You never give up, do you, Caramel? Yeah, maybe later. I've got business to take care of, so we'll see. Don't hold your breath though!"

Caramel just sighed dreamily, staring after her, oblivious to the dragon and purple mare that made their way into the castle as well. They were well out of earshot when he came out of his stupor with a muffled curse, closing the gate as he turned back to his duties, looking out across the desert as he sighed in boredom.

.o.O.o.

Twilight looked around in wonder, her eyes wide as she tried to take in all of the sights of the building, observing all of the arched doorways and stone columns. _What are they there for? Why are the doors different from the houses in Neighshe? Where do those stairs lead? What-_

"Twilight? Rainbow Dash went this way," Spike instructed, disrupting Twilight's thoughts. She nodded, following along in silence, still trying to figure out the answers to all of the questions swirling in her head. Every time she seemed close to an answer, she would be distracted by something else new, and then she would have five more questions take the place of the one she was currently trying to figure out. Finally, in a flash of inspiration, she took to staring at the back of Spike's head so that she wouldn't get distracted further.

Twilight noticed belatedly that Spike had stopped walking and nearly bumped into him, almost sending the small dragon sprawling on the grass in front of- _Wait, grass? I thought we were inside! Where are we?_

Chiding herself, Twilight looked around, taking stock of her surroundings. The very first thing she noticed was the large orchard in front of her. Her eyes widened as she tried to count all of the apple trees in front of her, but to no avail. _J-just how many of them __**are**__ there? There has to be hundreds..._

Twilight allowed her eyes to wander, taking in the wondrous sight of the indoor orchard. Rows upon rows of apple trees lined the pathways, each tree standing tall and strong. As she started to look closer, however, She noticed that small sections of the orchard were barren of trees, replaced with other produce plants. Trotting up to what appeared to be a carrot patch, Twilight bent down to observe it closer, asking aloud, "Why do they grow different plants right next to each other, Spike? Is that better for them to grow?"

Twilight waited a moment for Spike to respond, growing confused when she didn't hear an answer or sigh of exasperation. Looking around, she noticed that he was gone, leaving her completely alone. "S-Spike? Where did you go? What... am I supposed to do now?"

.o.O.o.

Rainbow Dash rushed ahead of Spike and Twilight once she was out of Caramel's sight, opening her wings once more to fly ahead to the orchard. It took her only a few seconds to reach the large area, causing her to slow down for just a moment, before seeing the pony she was searching for. Diving down, she smirked as she knocked off a brown hat from the force of the wind following her as she spun around, settling down on the ground once more. "Heyya 'Jack. Nothing new going on around here, I see."

_~The young leader of Fillygaro Castle and Orchards. An honest worker,_

_keeper of the peace, and master of the kicking arts.~_

The orange mare Rainbow had blown past huffed, picking up her Stetson hat and placing it back on her head, replying, "Heyya to you to, Dash. What do you want; here to steal some apples? Here to 'borrow' one'a mah trees again for yer naps, perhaps?"

Rainbow Dash bristled, retorting, "Hey, I won those apples fair and square in that race and you know it, Applejack!"

"Ya did not!" Applejack shot right back, thrusting her head forward against Rainbow's. "You used yer wings! Cheater!"

"Well you never said that I _couldn't_ use them, so how is that cheating?!" Dash countered, pushing her forehead right back against Applejack's as they started to shove each other back and forth.

"It was implied!"

"Yeah, well that's not the same thing as _actually_ saying it, now is it!?"

"Sure it is!"

"Is not!"

"Are too, ya cheater!"

"I'm not a cheater! I'm too awesome to have to cheat!" Rainbow bristled, her wings flaring out.

"Oh yeah? Ah'll race ya right now! First one from here to the west side wins!" Applejack proclaimed, getting ready to race. "And no wings!" she added sharply.

Rainbow Dash feigned an air of innocence, folding her outstretched wings to her side, huffing, "Yeah, because that's the only way you have a chance at all! Bring it, apple bucker!"

"Calm yer horses, apple thief!" Applejack exclaimed, glancing at her from the side. "On three!"

They both got into position, stretching their legs as they got ready to run. They both hunkered down to the ground, glancing at each other from the corners of their eyes, before they both shouted at the same time, "Three!"

.o.O.o.

Both mares lay on the ground several minutes later, panting for breath as they continued their conversation in a friendly rivalry. "T-the only reason you kept up with me was because I've been out in the desert all day long," Rainbow Dash gasped, weakly wiping her forehead of sweat.

"And... th' only reason ya kept up with me," Applejack retorted, also regaining her breath, "was because ah've been buckin' trees all day!"

"Truce?" Rainbow Dash offered, holing out her hoof.

"Y-yeah, truce," Applejack agreed, accepting the help to stand back up. Dash turned around, heading back towards the orchard entrance slowly, Applejack following behind.

They were content to walk in silence for just a moment, watching the other workers bucking trees, pulling weeds, and other such menial chores before Applejack asked, "So, Dash, what _really_ brings ya out here? Ya only ever come over when there's somethin' big goin' on. Didja finally find what ya've been searchin' for?"

"Not exactly," Dash replied slowly, still leading the way. "I found something... else."

.o.O.o.

"I see," Applejack frowned, trying to figure it out. She wasn't one to believe in magic, but then again, she couldn't sense that Rainbow Dash was lying. "That's a mighty fine tale ya tell, Dash, but ah don't rightly know if that really happened."

"It did too happen and I'll prove it! That's her right over there!" Rainbow pointed to the lavender unicorn off near the entrance, who was staring at an apple tree rather intently.

"You mean _that_ young mare?" Applejack questioned, before trotting over slowly. After staring at her for a moment, unable to sense any malicious intent, she walked in front of Twilight and grabbed her hoof, shaking it vigorously. "Heyya, and welcome ta Fillygaro!"

Twilight, finding her hoof suddenly in the strong grasp of another mare, flinched back, ears flat against her skull as she stammered quickly, "W-who are you?!"

Applejack paused before smiling nervously, trying to laugh it away as she backed up a little, apologizing, "Oh, sorry, how rude of me! Ah suppose ah should introduce mahself first, shouldn't ah? Ah'm Applejack, owner of this here orchard and the Guild Master of Fillygaro!"

"So, are you surprised that I'm friends with somepony who rules an entire castle?" Rainbow Dash bragged, buffing a hoof on the fur covering her chest. "Yeah, sometimes I amaze even myself! Well, gotta go now, 'Jack! Time to catch some z's!"

Rainbow Dash took off, forcing the remaining two mares to close their eyes and look away as powerful gusts of wind washed over them. Applejack looked back up at the retreating rainbow-hued contour trail, hollering, "Dash, you stay away from mah trees, ya... Consarnit," she grumbled, frowning. "She's already too far away."

Turning back to the lavender mare she smiled again, trying to strike up a conversation. "So, you're an Imperial soldier, huh?"

When she saw Twilight grow nervous, glancing about guiltily, her ears splayed back, Applejack was quick to continue, not wanting her guest to feel unwelcome. "Don't worry 'bout that none, ya hear? We trade with all sorts 'a ponies, so y'all can relax as long as ya stay! It ain't the Apple way ta turn our backs on guests anyways."

Twilight frowned, asking slowly, "Why are you helping me? Is it because of my... abilities?"

Applejack snorted, answering, "Ah'll give ya several good reasons! First of all, like ah already said, it ain't the Apple way ta turn down somepony in need. Second, ah don't need a reason to help somepony else when it's the right thing ta do. Ah guess yer... abilities," she continued, saying it slowly, like it left a bad taste in her mouth, "would be a distant third."

Applejack then turned away from the apple tree in front of Twilight. Making sure that Twilight was far enough away, she proceeded to lash her hind legs out towards the middle of the trunk, shaking most of the ripened fruit off the tree. Twilight looked at the few remaining apples on the tree curiously, wondering why they hadn't fallen off as well. "What's with you, anyway? Why do you kick the tree to make the apples fall instead of just letting them fall once they're completely ripe? Wouldn't that be a lot easier, not to mention better for the tree's health?"

Applejack sighed, muttering to herself, "Mah technique must be gettin a mite rusty, unless ah'm really that distracted." Turning to Twilight, she answered, "'Cause if we wait for them to be so ripe that they fall down on their own, then they rot before we can get them to their destination. 'Sides, fallin' on the ground bruises them. That's why we line the buckets with blankets 'n such. Not only that, but shakin' the trees like that's good for 'em. Helps the sap flow better, and shakes off the dead limbs."

"Alright, I guess that makes sense..." Twilight mused as she continued to watch Applejack kick the trees, shaking loose bushel after bushel of apples.

"Oh... But how do the trees grow inside?" Twilight questioned further. "Why do you grow other crops right next to each other? Wouldn't that make it harder for them all to grow properly? What all do you grow here?"

Twilight paused, realizing that she had been rambling again, attempted to fight the rising heat in her face, embarrassed. "Sorry, I didn't mean to annoy you."

Applejack blinked, before starting to chuckle, causing Twilight's blush to deepen further. "Good grief, you're more curious than a filly on her first day 'o school, ya know that? Not that there's nuthin wrong with learnin', don't get me wrong! I just never had time for all of that fancy learnin'. Let me take ya to our library. Ah'm not the best at describing how things work; ah just know they do, so ah try not to worry about it. Not that ah can't try later, but it sounds like ya want to know more than just one or two questions, and ah've got apples to buck. You understand, right Sugarcube?"

"Yeah, I understand!" Twilight agreed readily, not wanting to upset her host. "Thanks a lot," Twilight continued, remembering her manners as she followed the farmer pony eagerly. "So there's a lot of answers in the Library?"

Applejack chuckled, answering, "Yes, Twilight, there's a whole heck of a lot ta learn from books. Like ah said b'fore, though, ah just don't have the time. Work's more important. Now come on, daylight's burnin!"

"A-alright! Thanks!" Twilight smiled happily, following Applejack out of the orchard.

.o.O.o.

Books. Yes, books, Twilight Sparkle decided, where the greatest things ever invented in the history of ponykind. She quickly lost track of how many hours she sat in the admittedly small library. While the room itself was fairly large, much of the space was taken up by large tables, chairs, and desks. Before Twilight showed up, the room had been immaculate, showing just how rarely the room was truly used. Twilight, however, sought to rectify that as swiftly as possible, delving into the books on the shelves. She read book after book as swiftly as she could, trying to expand her sadly small amount of knowledge.

As she took a break to stretch her stiff muscles, her stomach gave a loud grumble in complaint of its emptiness, reminding her to find something to eat. She turned around, heading for the door, when she remembered that she had no idea how to get to the kitchens, or wherever it was these ponies ate their meals. She took but a single step towards the door when it swung open slowly, revealing an elderly mare, her mane wrapped up in a simple bun to keep it out of her face. Her green coat was faded and wrinkled, but her eyes reflected a great warmth, helping to put Twilight at ease. The large tray of food she was carrying certainly helped a great deal as well.

"Hello youngin', I figured you'd still be here. Always rushing off to work, forgetting that your body needs fed just as much as your mind. I brought you some apple fritters, baked apples, some apple juice to drink, and for dessert, some apple pie I made myself. Don't you waste any of that either!"

"Y-yes ma'am," Twilight nodded, eagerly levitating the tray away from the elderly pony, setting in front of herself before digging in with gusto.

"Well, at least you're wise enough not to waste time," the mare nodded sagely. "And just call me Granny Smith, or Granny. Don't need any of them fancy titles or nothin. Don't do a pony any good," she remarked, clucking her tongue.

"Alright, Granny Smith. Thank you again," Twilight said quickly, before returning to eat her food while trying to read at the same time, careful not to get any crumbs on the pages.

Clucking her tongue again, Granny Smith pulled the book away from her, chiding, "No readin' at the table, youngin! What's so important that you can't even leave the book for food?"

"Well... I was reading up on how Fillygaro was founded and how it was decided who would 'rule' the town. I'm a little disappointed that it hasn't explained what happened to the previous rulers though. What happened to them? I've read the book at least twice trying to find the answer!" Twilight lamented, before taking a drink of the sweet liquid given to her by Granny Smith.

"Ah..." Granny Smith said slowly, gently resting a hoof on the table, her eyes growing misty. "Yes, what happened to them... That's something we still don't know, though we expect the worst."

"W-what do you mean?" Twilight asked, slowly setting the slice of pie back down onto her plate, curiosity overcoming her hunger for a moment.

Granny Smith remained quiet for a time, spacing out for just a second before blinking, refocusing as she answered. "Well, since you ask, it all started when my son and his wife left on a trip with the Empire, which was still small at the time..."

.o.O.o.

_Applejack sat at the very same table where Twilight was currently seated, though she was little more than a young filly. She looked up when she heard the door open, revealing a large, red colt, wearing a brown Stetson hat, and carrying a stick with a bag attached to it. Applejack rushed up to him, pleading, "Let me go with ya! Ah kin help ya find 'em!"_

_"__Nnope," he replied, shaking his head. "S'more 'n you kin handle."_

_"__But... But ah'm a __**big**__ filly now! Ah kin help, ah know it! Ah don't wanna stay and be the- the maestro thingy! I wanna go with you!"_

_"__Nnope," he repeated softly, hugging her tight. After a moment in thought, still holding the filly, he turned to the side, deftly pulling his hat from his head and placing it on hers in one movement. It was comically large on her, nearly falling down over her eyes, but the look of wonder on her face showed that it wasn't the size of the gift that mattered, but the idea behind it._

_"__Y-you want me to watch your hat while you're gone an' keep it safe?" she asked softly, swallowing hard as she tried to be brave._

_"__Eeyup," he answered softly, opening his mouth to say more, before deciding against it, turning away sharply and beginning to run down the halls._

_"__W-wait!" she called out after him, trying to keep up. She slowed down to a trot when she felt something wet on her foreleg. She stopped completely, noting the small, dark spots on the stone floor. "Were those... tears?" she wondered aloud, her voice starting to break._

~Applejack's older brother, who left his home and family in search of their

missing parents, suspecting foul play...~

.o.O.o.

"... So we don't know what happened to my son, his wife, or my grandson. We hear word from other travelers, assuring us that Big Macintosh is still alive, but we don't know anything about my son..."

A groan caught Granny's attention, snapping her out of her reverie, noticing that Twilight Sparkle was sagging against the table, breathing a little heavily. Chuckling knowingly, she asked, "Did you eat too much pie?"

"Never again," Twilight moaned, though she had a slight smile on her face.

Granny Smith merely laughed, picking up the tray again, saying around it as she left, "Well, at least then maybe you'll get some meat on your bones! Mares these days, skinny as saplings, the lot of 'em..."

.o.O.o.

"Hey, bartender! Another donut!"

The bartender walked over and gave the baby dragon a weary look. "Haven't you had enough?"

"Enough?" Spike replied indignantly. "I'll say when I've had enough! Another donut! _Extra sprinkles._"

The bartender sighed and rolled his eyes, but trotted away to get his unusual customer his order.

Spike leaned back on his stool and flicked the rest of the donut he was eating into the air. His forked tongue snaked out and wrapped around the sweet confection and pulled it to his jaws. A loud snap was heard, followed by Spike's delighted moans as he chewed on the donut before finally swallowing it. "Ah. I should have come here ages ago. Maybe they're not gems, but they sure do hit the spot!" Spike placed his claws behind his head and leaned back further, sighing in contentment.

Too late did Spike realize that he had tilted too far, his body and the stool he sat on falling backwards. With a yelp and a crash he collided with a table set behind him, sending the table and its occupants sprawling over the floor. Spike groaned and slowly picked himself back up, rubbing the back of his head.

"You little runt! Look what you did!"

Spike winced at the loud voice above him and looked up. A pair of stallions glared back down at him. "Uh, what?"

"Our food, you clutz!" one of the stallions exclaimed. He pointed a hoof at the wreckage around him and several uneaten donuts lying on the floor. Sprinkles and cream were no longer the only things covering the donuts, with many now caked in mud and dirt. "What do you have to say for yourself?!"

"Um, sorry?" Spike offered hopefully.

"Sorry doesn't cut it!" the other stallion spoke up. "I hope you have the gil to pay for this!"

Spike looked over all the food that lay on the floor. At least a half-dozen donuts were now ruined for eating. "Uh, I don't think I have _that_ much on me..."

"Well, that's too bad for you," the first stallion stated threateningly.

"Yeah," the second stallion followed up. "Looks like we may have to take it out of your scaly hide."

"I'm sure we can buck a few gil out of him."

Spike jumped to his feet and took a deep breath. With a great exhale, Spike let loose his built up fire in order to form his spear.

Only for a small flicker of flame to escape his mouth and fizzle out. _Oh, right. I forgot that eating anything but gems makes my fire act funny for a while_. "Uh, heh, heh, heh," he chuckled nervously. "Um, uh, oh."

The stallions advanced on him and Spike backed away. He figured that if he could make his way towards the exit, he could hopefully make a run for it. However, he hadn't taken two steps before he bumped into something behind him, stopping his escape. The stallions grinned as they closed in, but a cough from behind Spike brought them up short. As one, the dragon and two ponies looked up and beheld the unamused muzzle of an orange earth pony.

"Corn Row and Plower," Applejack drawled. "Ah might'a known you two would be lazin' around here when you should be workin'. If you've got the energy for brawlin' in mah orchard, you've got energy to buck them apple trees. Though, if ya wanna start somethin'..."

Two throats gulped simultaneously. "N-n-n-o sir!" Corn Row stuttered. "I mean, ma'am. I mean-"

Plower quickly shoved a hoof in Corn Row's mouth before he could say anymore. "We were just, um..."

"Ah don't want to hear it!" Applejack snapped. "Git your flanks into those fields! If Ah don't see at least five dozen bushels of apples from each of ya bucked by the time Ah come lookin' for ya, then I'll be introducin' Bucky McGillycuddy and Kicks McGee to your hinders! Am ah clear?!"

"R-right away, Miss Applejack! I-I was just heading over to take care of a few of them after eating my, um... WONDERFUL donut... No complaints here! Goodbye, Miss Applejack!" With that, the two stallions ran out of the barroom as fast as their legs could take them.

Applejack watched them run off and shook her head. She looked down at the dragon staring up at her with wide eyes and asked, "You okay, partner?"

Spike didn't answer. He continued to stare up at her with a slacked jawed expression. Applejack was about to ask him if he was alright again, when he threw up his arms and exclaimed, "That was awesome!"

Applejack backed up from the unexpected shout. "Beg yer pardon?"

"The way you took care of those jerks, just now. They ran off like a shot! You must be really strong!"

The farm pony smirked despite herself. "Aw, shucks. Weren't nothin'."

"No, really! How'd you get them to take off like that?"

"Well, ah am their leader. Plus ah could take those two at the same time with both of my forelegs tied behind my back." Applejack suddenly snapped a hind leg out, making a noise similar to a whiplash sound throughout the tavern. "'Course, it's these babies here that would be doin' the fightin'."

"Wow..." Spike said in awe.

"By the way, Ah don't remember seein' someone like you around here before. You with Twilight or somethin'?"

"Oh, right! Yeah, my name's Spike and I was with Twilight and Dash before finding this place."

"Well, ah think it's best we get you back with Twi. She's over at the library now. Ah can take you there as it's on the way to the orchards."

"Sure. Thanks!"

"Think nothin' of it." Applejack looked over Spike's shoulder and grimaced at the damage left by his accident. "Hey, barkeep! Sorry about the mess. You can put that broken pile there on my tab!" Applejack spun around and headed for the exit. "C'mon. Let's go before he makes a fuss about chargin' the owner. Bloke can't stand takin' gil from the boss."

"Huh. That's weird," Spike commented, following along-side Applejack. "Huffy and the others don't make a fuss about accepting gems from me... I guess it's just one of your pony things or something," Spike reasoned.

The two fell into silence with their own thoughts. With Applejack setting a brisk pace, Spike was forced to rush to keep up with the quadruped's longer legs. They made their way through the halls of the castle, passing by guard and work ponies alike. After a few turns and dozens of doors, Applejack stopped beside a wooden door and pushed it open. She walked in, Spike following close behind, when she suddenly stopped, causing Spike to collide with her rear.

"Hey, what gives?" Spike asked in irritation. He stepped around her and gaped.

There, in the center of the room, stood Twilight, her sword drawn and facing off against something further in the room. The only thing Spike could see beyond that were several silver colored feathers drifting in the air...


	5. In Which Chairs Go Kweh!

Left alone in the rapidly fading light, Twilight turned to read her books once more. The torches on the wall left enough light to read by, though they caused the shadows to jump about. When Twilight looked up, rolling her neck in hopes of releasing the tension, she noticed something out of the corner of her eye that had escaped her gaze before. In the far back corner of the library, situated nicely between two sets of bookshelves, was a large, fluffy, silver ball. She turned to look down another row and saw another one, though smaller, and decidedly less feathery. "Huh, those must be some sort of pillow chairs, maybe?"

Curiosity getting the better of her, she stood up, trotting to the smaller of the two chairs, before slowly setting herself down. _Oh wow, this is soft! This seems better for sleeping than it does reading!_

Looking to the side, she observed the bigger, fluffier chair, an impish grin making an appearance over her muzzle as she made an impulse decision, deciding to assault the bigger, better floor pillow with a gigantic pounce. As she landed, however, she did not sink into the 'chair' as she expected, getting comforted by hundreds of soft, fluffy feathers. Instead, she was sent flying through the air, a loud, startled _Kweh!_ echoing in the small room.

She landed heavily, the wind knocked out of her for a moment as she struggled to her hooves, when she saw the 'chair' scrambling upright. It stood about a time and a half the height of Twilight, her head only coming up to what seemed to be its torso. It had two long legs that seemed far too fragile to handle its body weight at first glance, the feet composed of three claws in the front, with one talon pointed backwards. It had fairly large wings, which were flapping madly. Its long, sinewy neck rose above her, though Twilight was unable to see its face that well.

She scrambled backwards a step as it started speaking, spooking her in the process. "Gah! What in Tartarus just... Hey! What's the big idea?! Can't a guy take a nap around here? What did I ever do to you?" it exclaimed as it stretched, the pitch identifying it as being masculine.

Twilight felt like time was slowing down as the large, silver bird stared at her, anger in its eyes. Choking back a whimper, she worked to regulate her breathing as she stammered, "I didn't mean to- I mean, I _did_ mean to jump, but I didn't know that you weren't a chair, because you looked like that one over there, so I-"

"Thought it would be okay to assault me?!" the large bird interrupted, voice growing more and more heated. "What kind of pony _does_ that?!"

Twilight panicked when she saw the bird suddenly get bigger, drawing her sword in fright as she backed up. "I-I..."

"Hold it right there!"

Twilight nearly dropped her sword in fright, barely keeping her aura around it active as she stared at the two figures in the doorway, before melting in relief. "Spike!"

"Twilight! What's going on?!" Spike yelled as he rushed over to the lavender unicorn, prepared to help defend her, when he remembered once more he couldn't fight until his stomach had settled.

"You with the jerk, shrimp?" the large bird asked antagonistically, ignoring Applejack as she started to move towards him.

"Who are you calling a shrimp, bird-brain?" Spike shot back, refusing to back down from a fight.

"You, midget! What, are you deaf _and_ stupid? I guess you would have to be, being a lowly lizard and all. Have any good sun-baths lately?"

Spike's eyes narrowed, his eyes almost glowing in anger. _Oh, it is __**on!**_ "I don't know, have you had a nice flight recently? Oh, that's right! You can't fly, can you fatty? Didn't think so!" Spike taunted, sticking out his long, snake-like tongue while pulling down an eyelid with a claw.

The large bird froze just a moment before starting to rush the small, purple dragon, preparing to fight, when it was jerked off-balance, falling to the ground with a startled 'Kweh?!'

"When ah say ta hold it, ah mean it!" Applejack exclaimed, securing the other end of the rope to the large, stone table in the middle of the room, preventing her prey from moving far. "Now ah wanna know what in tarnation is goin on! Ah thought ah had yer word that ya wouldn't go and start nothin' while you were a guest here, chocobo!"

"I _didn't_ start anything!" the silver chocobo shot back, jerking his head back and forth, trying to snap the rope. "But if you think I'm going to come quietly, you've got another thing coming! I didn't come this far just to get caught!"

"Woah Nelly!"

Applejack took a step backwards despite herself, the chocobo twisting and tearing at his restraint, trying to break free, whether it be by breaking the rope, cutting it free, or anything else he could think of.

"Hey, calm down, you're gonna hurt yourself, idiot!" Spike yelled, watching in horror as the rope grew tighter and tighter around the chocobo's neck, making it harder and harder to breathe.

"S-so what! I'd rather be dead than a slave! You'll never take me alive!" the chocobo retorted, starting to cough.

Twilight's eyes widened in shock, her body freezing up as the chocobo's words registered in her mind. "S-slave?! W-what... how... why-"

"I don't answer," the chocobo rasped, straining against his ever-tightening restraint, "to Imperial scum! Y-you think... you can enslave me and my family with false promises? I'd... rather die... than help you."

"What in tarnation... Slavery?" Applejack asked Spike, confused. "The Empire deals in slaves? Since when? There ain't been any slavery fer, what, since that War of the Magi or whatever? Wait, Twi, what are ya-"

Twilight, ignoring Applejack's protests, started undoing the lasso's knot as quickly as her magic would allow, freeing the chocobo gasping for breath. "What do you mean, being a slave?" Twilight asked the chocobo, leaning in as close as she dared, her eyes wide open in fright. "The Empire is taking slaves? How did you escape? What were they going to make you do? When did they start? Where are they keeping them? Who ordered it? Why-"

"Twilight, calm down, you're gonna scare him!" Spike chided Twilight, pushing against her chest in an attempt to move her back. He didn't get very far before exhausting himself, but at least the chocobo had room to breathe. Spike turned around, marching up to the chocobo, still laying on the cool, stone floor as he gasped for breath.

Spike opened his mouth to start asking questions of his own, when the chocobo asked hoarsely, "W-why did you let me go? I'm not going to talk! You can try to torture me, but it won't work! I'll die before I become a slave!"

"Why do ya keep sayin' that?" Applejack asked harshly, thrusting her face forward. "Ah don't take kindly ta guests insultin' mah hospitality with nonsense like slavery! That ain't even a good joke! So long as ah'm in charge 'round here, ya'll do what ah say! Now you tell me why you were gonna attack Twilight here, or ah'll throw ya in th' dungeon to cool off! Ah had your word that y'all wouldn't try to start trouble, so you're gonna tell me why you were attackin' poor Twilight here!"

"She started it," he coughed, his breathing returning to normal. "She jumped on me! I was just defending myself!"

Twilight withered under the stern glare she was receiving from Applejack. "Twi? Is that true?"

Twilight wilted further, squeaking meekly, "Y-yes..."

"What?!" Applejack shouted, shocked. "Ya mean to tell me... What 'n tarnation didja go and do that for?! Ah thought I wouldn't have needed to tell ya not to go-"

"I-I didn't mean to!" Twilight cried out, hiding under her forelegs. "I thought he was a chair, like that one over there! H-how was I supposed to know he was a... a-"

"Chocobo?" Spike offered helpfully, trying to guess what she wanted to say.

"Y-yeah! How was I supposed to know? I thought he was just a bigger, fluffier pillow, and I wanted to have some fun after studying for so long 'cause my eyes were hurting and I thought it... I just wanted to jump on a fluffy pillow for awhile, that's all! It sounded like fun," she whimpered, curling up.

Twilight wrapped her tail around herself firmly as her ears flattened against her head. She fought a stray tear or two, praying that Spike wouldn't be too disappointed in her foalish actions. Much to her surprise, Spike started laughing.

Turning to the silver bird, the dragon asked breathlessly, "Are you serious? You were going to attack her because she _jumped_ on you? I thought chocobos were supposed to be tougher than that!"

"Yeah, cause _you_ would be oh so happy to be woken up by somechoco attacking you, yeah!" the chocobo shot back, glaring at the small dragon in front of him.

"Well at least I wouldn't recklessly attack them for making an honest mistake when they feel horrible about it. Unlike you, you heartless little-" Spike started to shout back, before Twilight silenced him with a hoof.

"I-it's alright, Spike. It... It was my fault, okay? I should still apologize to him, even if he tried to attack me." She stepped forward slowly, trying to swallow the lump in her throat as she stammered, "M-mister Chocobo? I'm... sorry that I kind of accidentally jumped on you. And woke you up. And kind of hurt you. And..."

"Alright, alright! I... uh..." The chocobo stared at the lavender unicorn in front of him, caught off-guard. "I... forgive you?"

"Oh thank you!" Twilight sighed in relief. "I really didn't mean to hurt you, Mister... Umm, what's your name, anyway?"

_~A fugitive of the Empire, this rough-around-the-feathers chocobo has_

_traveled the land with a pack on his back, forced on the run.~_

"My name is Stardust, from the Silverlight Clan," he said proudly. He shifted to his left slightly as he offered his right talon to shake Twilight's hoof.

Twilight's eyes grew wide as she backed up involuntarily, her sight locked onto his large, dangerous, foreboding talons. "B-big talons..." she noted idly, trying to convince herself that he was being friendly, and not threatening her.

Spike started laughing again at Stardust's indignant expression, as the chocobo tried to figure out how he had insulted the purple pony. "What? What did I do?"

"Don't you worry none, Stardust," Applejack interrupted, offering her hoof in place of Twilight. "Twi's jus' easily to startle, it seems," she remarked as she shook the chocobo's talons firmly. "Got a nice, firm grip, at least. Hoofshake tells a lot about a pony's character. Might wanna watch that temper o' yours, if ya don't mind some advice."

"I do _not_ have a temper!" Stardust retorted quickly, eyes narrowing slightly.

Applejack just grinned even wider, raising an eyebrow, allowing the silence to eat away at the chocobo, until he finally caved. "Fine! Nochoco's perfect, and I like me just the way I am! If someone else has a problem with me, then they can deal with it!"

"Y'all still need to stay calm as long as you're in _mah_ castle, got it?" Applejack asked firmly, narrowing her eyes.

Barely managing to not roll his eyes, Stardust nodded, replying in a bored voice, "Yeah, I got it. No rough-housing, name-calling and all that other stuff that makes life fun, got it. I will do my very best to be both bored and boring so long as I'm here. Can I go now? I still need to write my depressing poem of the day to make sure I don't have any happiness in my soul when I go to bed," the chocobo mocked.

His eyes widened moments later, however, as he practically danced away from a half-hearted punch from Applejack. "Woah! O-okay, I was just kidding, chill! Geez, and chocos tell me that _I_ need to lighten up!"

Grumbling to himself, Stardust made his way back to the corner where he had been resting previously, and picked up a bag and set it on his back. He started to walk towards the door, but was stopped by Applejack's hoof once more. "What, can't a choco get some sleep around here?" he asked, rolling his eyes as he joked.

"Ah don't think so, sugarcube!" Applejack said firmly, moving to sit in front of the door. "And ah ain't budging 'til you explain what all of that slavery stuff was about."

The chocobo looked away nervously from Applejack, only to face Twilight and Spike, both of whom also seem interested. "W-well... I-it's nothing! I'm just being paranoid, that's all! Certainly wouldn't be the first time, heh heh."

"Ah'll be the judge of that," Applejack insisted, pointing at a seat cushion. "You don't get to make wild claims like that and just strut away! Now," she said firmly, sitting on the cushion closest to the door, "tell us what you're talkin' about."

Stardust glanced towards the exit, but a shake from Applejack's head stopped him from making a move towards it. With a sigh, Stardust settled himself down on the floor and faced the occupants in the room. "Well, if I'm going to explain this, I'd better start at the beginning..."

.o.O.o.

"Potions! Antidotes! We have the best travel items gil can buy!"

"Oh, I'm so glad you came to town today. I was just about to leave for Jidhoof. I'll take five of each, please!"

"Coming right up! Stardust! You heard the lady. Get to it!"

"Yes sir, Moonlight!" Stardust saluted with a wing. The young chocobo turned from the elderly black feathered merchant and rummaged through a pack at his side. He plucked out the required items and placed them down in front of the mare.

"Thank you, lad," Moonlight said. "That will be 1,850 gil, ma'am."

The pony quirked an eyebrow. "That seems rather high. I can get potions at the local store for 300 gil."

"Yes, that's true," Moonlight replied. "But our supply is distilled from the purest spring water of Chickadee Forest. Not to mention that our antidotes come from the extraction of the rarest Exorays in the deepest parts of the woods. I guarantee that our products are worth the extra price. Not unless you want to trust your life to the local stuff..."

"Ah," the mare hesitated. "Well, when you put it that way..."

Behind Moonlight, Stardust watched the exchange carefully. Each time the Silverlight Clan came to Coltingen, Stardust quietly observed how Moonlight would haggle the price to get the best possible deal. It was an artform in of itself, and required a sharp mind to keep the customer from bantering in their favor.

"Sold!" Moonlight exclaimed. He pushed the requested items towards the mare and Stardust accepted the offered gil. The younger chocobo swept the gil up in his wing and with practiced ease, dropped them into a chest. When the mare trotted off, Moonlight turned towards Stardust. "And that's how it's done."

"Nice going, Moonlight!" Stardust complimented. "When do you think I'll be ready to start selling?"

"You've got a few more years to go, but I think you'll be more than ready when I finally hand over the reigns."

"Really? But I know I'm ready now!"

"Patience, Stardust. That kind of eagerness doesn't help. A customer will take advantage of that and swindling you out of every potion you have for mere chicken feed."

"I'd never let that happen!"

"Not on my watch, you wo-" Moonlight cut himself off as a new pony stepped up to his item stand. "Welcome, traveler! What can I offer you today?"

"Actually, it's not what you can offer me," the brown coated stallion said. "It's what I can offer you."

Moonlight eyed the newcomer warily. "How so?"

"I come from the continent in the south. The new empire there is growing quickly and is in need of merchants such as yourself to keep the economy going. Towns are springing up from one side of the land to another. Some are even attracting some well-to-do's from Jidhoof. I've come to offer you a place there."

"Really..." Moonlight drawled.

"Here, look at this." The stallion pulled out a piece of paper from his saddlebags and placed it on the counter. "These are my profit margins from just the last month."

Moonlight eyed the pony briefly before looking down at the paper. His eyes widened before he had finished reading halfway down the page. "This... This is..."

"Impressive, isn't it?" the stallion finished. "And I'm expecting to make double that next month."

Moonlight stared at the paper a few seconds longer then shook his head. He pushed the paper back at the pony with a talon and said, "Yes... impressive. But I don't understand why you are telling me this. Wouldn't more merchants like myself be competition for you?"

The stallion laughed. "Oh, I'm not worried about that. I'm overwhelmed with orders as it is. In fact, the merchant guild in Albuck paid me just so that I could travel abroad and hire more merchants to handle the load." The stallion placed his margins back in his bags, pulled out a new piece of paper and placed down. "Here. This is the contract the guild has written up for new members. If you agree, you'll be part of the guild and given the chance to make more than you ever dreamed of."

"Which is usually the point where I wake up," Moonlight stated.

The stallion blinked. "Beg pardon?"

He pushed the contract away with a talon. "This is all, how does the phrase go, 'Too good to be true.' I'm sorry my good pony, but you'll have to rise even earlier than this bird to get the worm."

"You don't know what you're missing out on."

"Let me put it to you bluntly. I'm not signing any contract. The Silverlight Clan does not work under anyone but ourselves."

The stallion stared at Moonlight as though the chocobo had egg on his face. "I see. Well, how about a first-hoof demonstration? You don't even have to sign the contract if you don't want to. Just go to Albuck and see for yourself. I guarantee you won't be disappointed."

Moonlight flapped his wings irritably. "Pushy one, aren't you? My answer is no and that's final."

The stallion grumbled something under his breath, picked up the contract and trotted away. "You don't know what you're missing," he said in parting.

Once the stallion was out of sight, Stardust rushed in front of Moonlight. "Why didn't you agree? That was a ton of gil on that guy's margins! We could make a fortune in no time!"

"Stardust, that eagerness of yours is acting up again," Moonlight warned.

"But Moonlight! This is a chance we can't afford to lose. We're stuck here barely making any profit when ponies like him are living the highlife!"

"We're doing just fine the way we are-"

"C'mon, how dumb can you be? Have you seen our numbers? We risk our lives to make our potions and sell them just high enough to scratch out a living."

"Stardust, that's enough-"

"Let's check it out, just for a little while. If it's a bust, we can always come back."

Moonlight shoved Stardust behind him and towards the back of the stall. "I've heard enough out of you. You're hardly out of the egg and yet you talk as though you're the cock of the block. I decide where we go, not you. Now get back there and take inventory. I don't want to hear anymore of this, got it?"

Stardust hung his head and sulked towards their stock. "Fine. Whatever." Under his breath, he muttered, "Don't see how we can get by for much longer though."

.o.O.o.

"It turned out I was right," Stardust sighed. He fidgeted where he sat on the floor to find a better position and regarded his audience. "Sales weren't very high for two weeks, no matter how Moonlight pitched them. Our clan traveled to every settlement between Coltigen and Jidhoof but customers were spending their gil on the imports from the southern continent. They were cheaper and more plentiful, no matter their quality."

"That's awful," Twilight said quietly.

Spike raised up a claw. "So... when will you get to this slavery thing?"

"Geez, I'm getting to that," Stardust responded with a huff. "So, one night, I managed to finally convince Moonlight to take a trip and check out this goose that was hatching all these golden eggs. Turns out that traveling merchant was right. There were plenty of opportunities on the south continent to make gil. The folks there were handing out gil wing over talon to get stuff moved from one place to another. So Moonlight sent word to the rest of the clan and they all sailed in soon after. We signed up with the local merchant guild and started peddling our wares. Things were going great... until one night..."

.o.O.o.

Stardust peeked from around an alleyway corner, checking for any guards or citizens. The streets of Albuck were usually deserted at night, but just one overlooked pony could ruin everything Stardust was planning. Nochoco was around, so he cautiously stepped out and into the city streets proper. When no alert was heard, he made his way down the street towards the city entrance. Luck was with him as the Imperial guardsponies were not patrolling the area, no doubt drinking themselves under the table at the local bar. The guards had been spending more and more time there, abusing their position and ignoring the duties there were given.

_Not that I care_, Stardust thought. _It just makes it easier for me._

He turned his head to make sure the pack strapped to his back was secure, then dashed out into the countryside. Traveling by night was a risky venture, even for a chocobo, but Stardust was confident that he was fast enough to outrun any monsters lurking about. He wasn't going too far anyway, at least not by chocobo standards. Vectorlot was a hop, skip and a jump away for somechoco like himself.

Stardust raced through the night, heading north towards the capital. At night, the lights of Vectorlot shone so brightly that a compass wasn't necessary. He just had to run towards the glow on the horizon. A half-hour later, the giant obelisk of the castle came into view, its sharp edges and metallic sheen standing out against the night sky. Stardust poured on the speed, the sight of his destination giving him a burst of energy.

Minutes later, Stardust stepped through the large metal gateway that lead into Vectorlot's square. Despite himself, Stardust gawked. Even though he had been to Vectorlot with his clan before, he had never seen the city at night. Countless electrical lights shown through house windows, attached to poles or hanging over the streets on metal beams illuminated the soot covered streets. Hundreds of ponies, despite the late hour, walked the brick pathways. Many of the ponies wore work clothes covered in smudges and grime.

Stardust grimaced, remembering that above all else, Vectorlot was an industrial complex. The enormous factory that produced the magitek armor used by the army never closed. From what Stardust had heard from the locals that Moonlight dealt with, the factory was staffed all day and all night, churning out a new piece of equipment every hour of every day. Looking up at the sky, Stardust saw the large, dark cloud that never seemed to evaporate looming above like an oppressive shroud. The large smokestacks of the Magitek Factory constantly belching out smoke guaranteed that the cloud was here to stay. It was rumored that the sun hadn't shone upon the city in over ten years.

Stardust shook his head to clear his thoughts. No time to lose, he thought. Time to show Moonlight I'm ready to work the counter. He strode into the throng of ponies, looking side to side for a good place to set up. A spot revealed itself next to a crate set next to brown brick house. It was close enough to the walkway but not too close that he wouldn't be trampled should the traffic of ponies increase. A few strides took him over to the crate and he set his pack down onto it. With his beak, Stardust opened his pack and spread out a half-dozen potion bottles. Giving a satisfied nod, the chocobo turned towards the passing crowd.

"Step right up, ladies and gentlecolts! Are you tired from a hard days work? Need a pick-me-up for the trip home? Well, I have here the finest potions distilled from the tastiest spring water that you will ever find! I have limited supply so get them while you can!"

Most of the ponies ignored him, seemingly content to pretend he didn't exist. Others glanced his way but didn't change course as they continued on to their destinations. This continued for several minutes, Stardust maintaining his enthusiastic pitch to all ponies in range of his voice. Finally, a weary eyed colt broke from the pack and trotted up to him.

"I sure could use a drink after the day I had," the colt said. "How much for a bottle?"

Stardust beamed and waved a wing over his wares. "For you good sir, 350 gil. I promise that you will not be disappointed."

"350? Hay, I pay only 200 at the Watering Hole. Forget it."

"Hold on!" Stardust cried out before the colt could leave. "I know my prices are a little high, but that's because my potions easily beat out whatever they sell there."

"Feh, I doubt it." Without another word, the colt walked off.

"Why that know-nothing mule!" Stardust fumed. "Whatever! Who needs him? There are plenty of others where he came from."

"Is everything okay here, birdie?"

Stardust snarled and whirled on the speaker. "You want to start something you... big...?"

Two ponies, dressed in Imperial armor stood before him. One was a tall yellow colt while the other was a shorter colt with a green coat. The short one smirked up at him. "You have permission to be selling stuff here?"

Stardust couldn't suppress a gulp. "Um... permission?"

"Yeah," the taller one said. "You need to get a license to sell anything. Unless you're already part of a guild."

A sigh of relief left Stardust's beak. "Oh, then there's no problem. I'm part of the Starlight Clan and we've signed up with the guild in Albuck."

"Got any proof?" the short guard asked.

"Yeah, right... here..." Stardust trailed off as he searched through his pack but couldn't find the card that identified him with the guild. He poked through his feathers, hoping that he had slipped it somewhere within their silvery confines. To his growing dread, nothing was found.

"What's the holdup?" the tall guard said.

"Um... well... it seems that I've... misplaced it. I know I have it here, somewhere..."

"Hey, Snails," the short guard spoke to his companion. "Do you know what we get to do when we find someone selling in the city without permission?"

"We get to arrest them, Snips?" Snails cheerfully suggested.

"Yup!"

"Wait! Wait!" Stardust held out his wings. "I'm really am part of the guild! Let's talk this over!"

Snips and Snails glanced at each other and grins simultaneously appeared on their muzzles. Snips stepped forward and smirked up at the chocobo. "Well, how about this. You give us all the potions you brought here and we'll forget we ever saw you."

"But... this is my chance... to prove to Moonlight-"

Snails reached into his armor and pulled out a set of hookcuffs. "I wonder if we have a cell big enough for you. I guess we can just stuff you into one until you-"

"Okay! Okay! Here!" With a flick of his wing, Stardust slipped the potion bottles into his pack and presented the bag to the soldiers. "Just take them!"

Snails put away the hookcuffs and took the bag with his mouth. "Nife doing business wiff you."

"Heh, heh, yeah," Snails chuckled. With that, the two guards began walking away.

Stardust waited for the two to head towards the walkway before he turned and kicked at the house behind him. Keeping his voice down he cursed out, "Those no good, tick infested, four legged jerks! I should've pecked their eyes out!"

"You know, I almost feel sorry for them."

Stardust turned his head a faction at hearing Snips voice. The soldiers were standing next to the walkway, waiting for a chance to slip into the crowd. Both had their backs turned to Stardust and didn't appear to be aware that their voices were being overheard.

"How shoo?" Snails mumbled through the bag in his mouth.

"What, you didn't hear? The higher ups are getting tired of paying the chocobos all this money running around. The guilds are charging us so much they could probably buy the whole city!"

"So, what's haffening?"

"Tomorrow, some soldiers are going to go round them all up in each of the major towns. Then they're going to force 'em to work without having to pay them."

"How shey going to do fat?"

"Hold some of their families hostage I guess..."

Stardust had heard enough. With a "Whark!" he charged at the two. Snips and Snails spun around just in time to be bowled over as Stardust rammed into them. However, the chocobo didn't stay to continue the fight. He lowered his body then jumped up into the air. At the apex of his jump, he spread his wings out and glided over the heads of the startled Vectorlotians. He landed next to the city gate and charged through it before any guards could stop him.

Once out of the city, Stardust ran as hard as he could. He didn't spare any energy for thought, only to move forward. Any monsters patrolling the area saw only a silver streak zip by. Stardust's breath rushed out in great heaves but forced himself to continue on. Within minutes, the lights of Albuck came into view. However, the town quickly became irrelevant.

A procession of Imperial ponies and magitek armor led over two dozen chocobos away from the port town. The chocobos were chained together at the talons and were being prodded to move by sword point. Despite the gloom of the night, Stardust saw Moonlight within the middle of the pack. Moonlight had his head bowed, as though unwilling to face the circumstances he was suddenly in the middle of.

"Let him go!"

The ponies whipped their heads towards the voice, startled to see a chocobo charging at them. Stardust took advantage of their surprise, leapt into the air and came crashing down onto two ponies' heads with his talons, slamming them into the ground. A pony rushed up to him with a sword drawn but Stardust kicked the Imperial away before he could take a single slash.

"Stardust!" Moonlight called out to him. "What are you doing?! Run!"

Stardust ignored him and pounced onto a magitek suit turning towards him. The pilot yelped in surprise and then shrieked as Stardust lifted him off his seat with his beak and tossed him to the ground. "You blasted Impies aren't going to get away with this!"

"Wanna bet, you dumb chicken?"

Stardust whirled on the speaker, intent on pecking him to death for that comment, when he felt an impact from behind. The distraction from one guard allowed another to throw a metal ball at Stardust's unprotected backside. The ball burst open and a net encased Stardust, trapping him in a nylon mesh. With a "Kweh!" Stardust toppled from the magitek armor and to the ground, where he was immediately surrounded by more troopers.

.o.O.o.

Twilight stared up at Stardust, waiting for the chocobo to continue. He had grown silent for over a minute with a downcast expression on his face. "And?" Twilight prodded.

Stardust didn't answer and continued to stare at floor. Another few moments passed and Twilight wondered if he was going to continue. Finally, Stardust raised a wing and brushed it against his cheek, wiping a stray tear away. "It... it wasn't pretty," he said. "The Empire forced us to work for them, without pay and barely any food. They held some of my clan members in prison and said they'd keep them there if we didn't do what they said. For months we carried their supplies, day in and day out."

He grew silent again. Spike raised a claw and asked, "But you escaped, right? You're here now and not back there? How'd you do it?"

"I... don't want to talk about it."

"Huh? How come?"

"I just don't, okay?!"

Spike fall back from Stardust's unexpected outburst. He cautiously got to his feet and held up his claws in placating manner. "Okay. Okay. I got ya."

Stardust settled back down on the floor, his feathers slowly unruffling.

"Well, Ah can respect not wantin' to unload a bunch of bad memories and all," Applejack said. "But it sure would be nice iffin' you explained what you're doin' here."

"Fine," Stardust replied, letting out a huff. "After getting away, I managed to get back to the Coltingen to warn the other clans there to stay away from the south continent. I was thinking I could even convince a few to help get support in getting the Empire to let my clan go. But when I got there, all the clans had already left, probably to the south. I didn't know what else to do until I heard that this castle was in the region, so I hopped aboard. Now, here I am."

"What do you plan to do now?" Applejack asked.

"Um. I'm... not sure. I haven't thought about it much."

The group fell silent, absorbing the tale that Stardust had shared with them. Applejack rose from her cushion and stretch out her legs. "Well, I think that's enough. Ah'm much obliged that you shared this with us, Stardust. Reckon it wasn't easy." She regarded Twilight and Spike and nodded. "You two should be headin' for bed. It's getting late and we all have a big day tomorrow. Ah'll find Dash and she'll show you where you can sleep. Till then!" With that, Applejack trotted out of the library.

Twilight and Spike rose soon after and bowed at Stardust. "Thank you for telling us your story, Stardust," Twilight said after rising from her bow. "And I'm, um... sorry I jumped on you."

Stardust grimaced, but shook his head and waved a wing at her. "It's fine. No harm done in the long run, I guess."

Twilight smiled. She turned and began heading for the door, Spike right behind her.

It was just as she was leaving the library that she suddenly stopped and said, "Wait. What did he mean by the castle being in the Coltigen region?"


	6. Wherein Castles Sink

Rainbow Dash's gaze traveled from one set of knives to another, her keen eyes checking over the bladed ends for any nicks or scratches. She reached down and picked up a knife by the handle with her mouth and stepped back from the merchant stand. Rainbow set herself into a stance and swung the knife to and fro, testing its balance. After a few seconds of this she nodded and placed the knife down in front of the pony attending the stand. "This feels good. How much?"

"Let's see," the merchant said and looked at the knife Rainbow had picked out. "That's a mythril knife, so 300 gil."

"That much? C'mon it's just a knife. How could it be so expensive?"

"Didn't you hear me? It's mythril. That kinda metal doesn't come cheap. If it's too much for you, I just got some dirks in bulk from South Fillygaro that I can sell for 125 gil each."

With a flip of a primary feather, Rainbow pulled out her dagger. The merchant stepped back, watching Rainbow carefully, but the pegasus just inspected her weapon silently. The blade had several dents from all the fighting in Neighshe and the section where the blade and handle connected was loose. Rainbow figured she had one more good fight before it became unusable.

Sighing, Rainbow laid the dagger next the mythril one. "How much can I get for this?"

The merchant eyed the weapon briefly before saying, "All I could give for that is 75 gil. All it's good for is scrap."

Rainbow beamed. "Hey, I'm friends with your boss? Do I get any deals for that?"

The merchant gave her a flat stare.

"I guess not..." Rainbow bent down and picked up a brown sack laying next to her. She placed it on the stand and undid the tie holding it closed. An assortment of crossbows, small knives, padded clothes and lumps of gold fell out of it. "What can I get for all of this? Found it at a bandit's camp while coming here."

"You stole it from them?"

"I didn't steal anything!" Rainbow shouted. "It's not stealing when all the bandits are dead and are just leaving their stuff all over the place."

"... Right," the merchant drawled. He took a few minutes to sort out the loot that Rainbow had "acquired", categorizing the items into related piles. Once he was finished and looked over the quality of the goods, he regarded Rainbow. "The weapons and armor are in shoddy shape so I can only offer 500 gil at most. The gold pieces are raw but in good shape. 1,500 gil for all of those."

With a shrug, Rainbow replied, "Sounds good to me. I'll take it and the mythril thingie. I guess I'll also get a pair of dirks. Oh, and a set of potions."

While the merchant set about to complete Rainbow's order, the pegasus casually leaned against his stand and asked, "So what's been going on around here, lately? Anything worth knowing?"

"Why are you asking me?" the merchant responded. "You're the one travelling the world."

"Yeah, but you guys get visitors here all the time, right? Somepony's got to have slipped something by ya."

"Well, there's that chocobo that came in not too long ago. Picked him up while in Coltlingen."

Rainbow Dash yawned. "Boring."

The merchant stopped his work and glared at the pegasus. "Fine, then how about this? A couple of pals of mine from South Fillygaro stopped in the other day and said some travelers from way out east were talking about some unusual activity near Domare. Something about some Imperial troops setting up a camp near the castle."

Rainbow's ears perked up. She whirled and faced the other pony directly. "Really? When was this?"

"Don't know. You'd have to find those travelers and ask them."

Rainbow dipped her head, letting the information sink in. "I have to let Applejack know of this," she said to herself.

"What was that?"

Rainbow looked up sharply and shook her head. "Nothing! Nothing! You all set?"

The nodded and pushed a bag towards her. "Thanks for your business. Come again."

"Yeah, yeah." Rainbow grabbed the bag with her teeth and rushed off in a flurry of feathers.

.o.O.o.

"Okay, everypony! Let's have another round of pin-the-tail-on-the-pony!"

A cheer rose up from the gathering of ponies, quickly followed by said ponies forming a line in front of a dartboard with the head and legs of a pony attached to it. The first pony in line doned a blindfold, picked up a tail with a pin through it and twirled around. Once properly disoriented, he was pushed forward by his laughing fellows and stumbled towards the target. He felt around, thrusting the tail until it came in contact with a hard surface. Grinning, the pony stepped back and lifted the blindfold. The pin was in the exact center of the dartboard.

"Hey, that's pretty good!" a pink mare exclaimed and bounced up to the player. "If we were playing darts, that is!"

_~A blackjack-playing, world-travelling, party-loving free spirit,_

_giving out parties to any pony in need_~

The mare, dressed in a tacky brown trenchcoat with a high collar, furry frills and multiple pockets with cards and dice sticking out, giggled. The rest of the ponies joined in, filling the room with joyous laughter.

"Would you bozos all shut up! Some of us are trying to mope here!"

At once, the ponies stopped their jubilation. Their gaze traveled to the corner of the casino room, where the voice had come from. Sitting at a roulette table, nursing a glass of cider and glaring at the gathered ponies, was a female griffon. She swept back her red and yellow striped cape, revealing a dark red coat underneath, and finished her drink all in one gulp. She slammed the glass down onto the table, shattering it into dozens of pieces. Looking down, the griffon noticed some blood seeping out of a few cuts on her talon. She raised it to her beak and slowly licked the blood away, keeping one painted eye on her audience as she did so.

The ponies cringed and began finding other things to occupy themselves with. Preferably in a room without any griffons.

All except one.

"C'mon, Gilda! What's got you so grumpy?"

"Oh, I don't know," Gilda said. "Probably because I'm being sent on this stupid recon job to the middle of nowhere and have to spend my time with you, Pinkamena Diane Pie."

"Hey! I prefer Pinkie Pie, if you don't mind." Pinkie Pie held up her nose in an indignant fashion. However, she was unable to hold it for long and erupted into a fit of giggles.

"Ugh. I need another drink." Gilda made to get up but a pink hoof pushed her back down into her seat.

"Hold up there, Miss Grumpy-Pants." Pinkie pressed a button under the roulette table and a hidden compartment opened to reveal a small refrigerator. Inside were more cider bottles, which Pinkie picked one up and placed in front of Gilda. "There! Now you can stay here with me without having to get up. Isn't that great?!"

"Swell," Gilda growled and took a long swig of the offered cider.

"Yeah! I had it installed so that if I have a great game going on, I won't have to leave and lose my rhythm." Pinkie Pie grabbed a bottle for herself guzzled down half the contents. "Aaaaahhhhh! That hits the spot. Now, you tell me what's got your feathers in a bunch."

"Forget it, you walking sugar pile. Beat it."

"Ah, come on! Let the world's greatest partier and gambler take a load off your shoulders. Then we can get back to the fun!"

Without warning, Gilda grabbed hold of Pinkie's neck and brought the pony muzzle to beak. "Listen closely, horse meat. The only reason I haven't skinned you alive and roasted you over a fire is because you are the only one that can land this heap of junk."

Pinkie Pie chuckled nervously and managed to gulp past the claw holding her throat. "Eh, heh, heh." Then, she blinked and patted her hoof against Gilda's back. "Wait. Why should that worry you? Don't you have win-"

The next thing she knew, Pinkie was flying through the air and across the room. She landed on top of a billiard table being used by two ponies, sending all the balls still in play into a pocket. Pinkie's eyes rolled in their sockets before coming into focus and onto the griffon snarling down at her.

"Don't. Talk. About. My wings. Get it?"

"Got it."

"Good." Gilda whirled and stomped her way back to her seat.

Pinkie watched her go, a frown covering her features. She then brightened and hopped off the table, giving the table a buck before hopping away. The balls that had fallen into pockets popped out and somehow rearranged themselves back into their positions before Pinkie had fallen into them. The two players saluted in thanks and went back to their game.

"I know what will cheer you up!" Pinkie said when she caught back up with Gilda.

"Can't you take a hint?" Gilda asked.

"A song! Everypony loves a song!"

Gilda buried her head in her claws. "What did I ever do to deserve this?"

"Myyyyyyyyyy name is Pinkie Pie! And I am here to s-"

"Say _shut up!_" Gilda interrupted, screaming at the pink party pony. "You sang that freakin' song already when you picked us up!"

"Oh," Pinkie replied calmly, rubbing her chin in thought. "You're right, I guess I did... Um, give me a minute!" She rushed off and up a set of stairs, leaving Gilda at the table.

Now alone, Pinkie Pie pondered what would be the best way to get Gilda to stop being so grumpy. "There's gotta be a way. No pony can resist the might of the pink! … ie Pie!"

.o.O.o.

Mid-afternoon came to the residence of Fillygaro Castle, the sun making its daily journey across the sky. The citizens were deep into their chores, busy making the castle prosper with all manner of apple products. Some would be peeling the apples while others pressed them into cider. Still others would take a bushel full and clean them for the South Fillygaro market. The whole system ran like clockwork with everpony being where they were suppose to be.

Twilight Sparkle, on the other hoof, was exactly where she wanted to be; her nose deep in a book. Before the sun had even peeked over the distant mountains, the unicorn had crept out of bed and slipped into the library before anypony could catch her. She had been there ever since, soaking up all the knowledge that she could from the rows and rows of books at her disposal. Twilight just couldn't get enough of all the things she was learning, things she never would have thought of in her wildest dreams. It gave her such a wonderful feeling that she just... just had to sing about it!

_**~This day is going to be perfect**_

_**I'm going to read and learn about Fillygaro**_

_**Every book I'll gather 'round**_

_**Every scroll and tome not bound**_

_**Soon I will learn every fact there is to know~**_

.o.O.o.

Pinkie's eyes suddenly blinked rapidly, before she coughed, followed by her ears twitching. _Woah, Pinkie Sense! That one's... a song! Wow, how did my Pinkie Sense know I wanted to sing?_

**_~This day was going to be perfect_**

**_The kind of day of which I've had since I was small_**

**_But Gilda will not eat cake_**

**_She refuses to celebrate_**

**_My great parties, does she not think she'll have a ball?~_**

.o.O.o.

Twilight stood up and began to twirl, caught up in the moment.

_**~I can't care more about the lore**_

_**I won't confuse all of these clues**_

_**Facts, I shall know all there's to say**_

_**Everything about this castle**_

_**Will not cause a single hassle**_

_**Learning all about this strange and won'drous place!**_

_**Yes I shall read this whole room**_

_**For I don't want to assume**_

_**And make a complete foal of myself...~**_

.o.O.o.

**_~Make her smile before it's too late_**

**_Find a way to make her say:_**

**_'_****_Sure, I would love to stay and play!'_**

**_I just gotta make her smile_**

**_Gonna do it Pinkie Style!_**

**_If I want Gilda to join in my party._**

**_For I oh-so love to play_**

**_Party all the day away_**

**_Oh poor sad Gilda, I'll make you smile soon!~_**

.o.O.o.

**_~Finally the moment has arrived._**

**_My knowledge will not be deprived!~_**

.o.O.o.

**_~Have to make this day just great_**

**_Because I want to celebrate_**

**_With all of my brand new friends!~_**

.o.O.o.

"Wow! I didn't know you could sing."

Twilight squeaked and whirled around. Rainbow Dash stood at the doorway, smiling at her. "W-wha... W-what did you hear?"

Rainbow trotted up to her, her smile growing. "Just the coolest song I've heard in awhile. Granted, it was kinda cheesy, but you've got some serious pipes there, Twi!"

The blush that developed on Twilight's face threatened to become redder than the apples out in the orchard. "T-t-thanks."

"No problem. Hey, I was looking for Applejack. You've seen her?"

"Not since last night. Why?"

"I just got ahold of some juicy information and need to let her know about it."

Twilight perked up her ears. "Oh? What?"

"Um... sorry." Rainbow fidgeted and looked away. "That's something between AJ and me."

"Oh."

"Hey, why the long face?" Rainbow asked. "You were happy a second ago and now you're all mopey."

Twilight sighed, walked over to a chair and sank down on it. "Sorry. I've had a lot on my mind. And..."

"And?" Rainbow prodded when Twilight didn't continue.

Twilight didn't answer and just looked at the wall with a blank expression. Just as Rainbow decided to leave her alone with her thoughts, Twilight said, "I just... don't know."

"Huh?"

The unicorn turned to face Rainbow, looking like she wanted to speak but unable to form the words. Finally, Twilight huffed. "This is stupid."

"Hey, take it easy." Rainbow sat down next to Twilight and patted her on the back. "You've been through a lot, what with the Empire using you and everything."

"That's just it!" Twilight shouted, startling Rainbow who hopped back a step. "The more and more I hear about the Empire, the more I feel as though I need to do something! Just last night, that poor bird told us all about how he was being used and everything. But, I just don't know what I can do..."

Rainbow Dash rubbed the back of her head, looking uncomfortable with having this conversation. "Um, well, I'm... not sure what to say. Maybe talking to Applejack will help ya. In fact, let's go see her-"

"Attention!" came the call of a pony running by the library door. "Attention, everypony! An emissary of the Empire has come. Everypony to their stations and be on your best behaviour!"

Rainbow looked to Twilight, who began shaking as her eyes widened.

"Uh, oh."

.o.O.o.

Applejack stood tall in front of the main entrance to her royal hall as she watched the giant flying ship descend from the clouds. It was a technological marvel to see, with its huge helium balloon holding aloft a wooden ship while a half-dozen propellers the width of an apple tree were attached to the undercarriage and whirling to keep the entire structure afloat. Two more propellers, twice the size as the ones underneath, were attached to the back of the ship and giving the forward thrust necessary to move such a colossal vehicle through the air.

"The Party of One," Applejack stated to herself. "The only airship in the world. If only it weren't so... pink."

The entire airship, from bow to stern and starboard to port, was colored a shade of pink. Applejack had the uneasy feeling of a cotton candy cloud about ready to smother her castle in sticky, sugary confectionary.

Only a hundred hoof-lengths separated the airship and the castle grounds before the propellers underneath the hull spun faster, stopping the ship's decent. It hovered above without any further movement, before a pony peaked over the railing and waved down.

"Hey, Applejack!" Pinkie Pie shouted above the whine of the engines. "Sorry I can't park this thing nearby! The sand doesn't make for a very good landing spot!"

Applejack made to respond, but a pony in imperial armor shoved Pinkie Pie away and draped a ladder made of rope over the railing. "Out of the way, missie. Her emissary, Gilda!"

Gilda came into view and didn't hesitate to climb down the ladder provided. In moments, she reached the bottom and hopped the rest of the way down. Two soldiers came down next to her and the trio made their way towards Applejack.

"So," Applejack began as Gilda reached her. "What brings Gilda, humble servant of Emperor Blueblood, into our home?"

Gilda stood tall, a full head over Applejack, and said, "A-"

Cannon fire from above went off. Ponies everywhere ducked their heads or took cover, expecting a cannonball to impact any moment.

They blinked when confetti drifted down instead.

"Ha!" came Pinkie's voice. "Don't ever let it be said that Pinkie can't give a good sendoff! I'd love to stay but I've got a party in Jidhoof to prepare for. I bid you all a fond farewell and may all your dice roll a natural twenty!"

Pinkie Pie's laughter faded away as the airship lifted and was soon lost in the sea of clouds above.

With a growl, Gilda turned to her subordinates while holding out her talons. "Ahem! I have party favors on my claws!"

The two soldiers rushed forward and quickly wiped away all the confetti that had landed on their boss. Once they were finished, they stepped away, saluted and said as one, "Yes, Ma'am! All set, Ma'am!"

Gilda inspected her polished talons and nodded. "Idiots." She faced Applejack again. "Now then, a mare of no importance recently escaped from us. We heard she found refuge here."

Applejack tapped a hoof to her chin. "Hmm... this here wouldn't have anything ta do with this 'witch' everypony's been whisperin' about, I reckon?"

"Your reckoning would be right. Really, who would put stock into a stupid rumor like that?"

"Yeah, Ah guess so. Still, why'd you want this here mare? Must be a might important iffin Blueblood is sendin' someone like you."

The griffon grimaced. "She... merely stole something of minor value. Is she here?"

"Well, that's a tough one," Applejack replied, making a show of thinking it over. "Ya see, I've got ponies coming in and out of here at all hours of the day. Some for working the fields, some for tradin' and some just passin' through. It's hard to keep track of 'em all."

The sound of claws scraping against stone filled the courtyard. Ponies cleaning up the fallen confetti quickly stopped and covered their ears from the terrible sound. "Need I remind you that we have an agreement?" Gilda sneered. "The Empire won't stand for any tricks from lowly farmers like you."

Applejack's eyes narrowed and she stood face-to-face with Gilda. "And what's that suppose ta mean?"

Gilda didn't back away as she looked down at the pony with a smirk. "Do I need to spell it out for you? I guess it's true what they say about ponies who spend all day kicking trees and nothing else." Gilda turned and strode towards the exit, her two soldiers following close behind. Just as she stepped through the metal door leading out, Gilda looked over her shoulder and said, "I truly hope nothing happens to your precious Fillygaro!" Her laughter carried throughout the courtyard and only stopped when the door closed behind her.

There was total silence following Gilda's departure. Applejack swept her gaze over those present, all eyes upon her. "Get back to work, ya hear!" The ponies jerked into action and quickly got back to what they were doing before.

Sighing, Applejack headed back towards the main hall. Just as she reached to open the door, it burst open and Rainbow Dash came rushing out. The pegasus collided with the earth pony, sending both tumbling to the ground in a heap. A low groan came from them both before Applejack heaved Rainbow off of her. "Consarnit, Dash! Look before you come barreling out of doors, would ya?!"

"Owie," Rainbow whined and picked herself up. "Sorry. But I saw that whole thing with the Impy. I say that gal's missing a few primaries..."

"Yeah, well, you let me deal with that. Where's Twilight?"

As if on cue, the unicorn stepped out of the doorway that Rainbow had burst out of. Twilight looked around warily before settling her gaze on the ponies in front of her.

Applejack pulled Rainbow close. "Take her to her room."

"Huh? But I have stuff I need to talk to you about."

"That can wait. Do me this favor, would ya?"

Rainbow opened her mouth to protest but a look from Applejack stopped her. "... Fine."

"Thanks." Applejack stepped away and regarded Twilight. "If ya'll excuse me, but Ah need to go speak with my granny on some strategy. I tell ya, sometimes it's a pain to run this here orchard." With that, Applejack trotted past and disappeared into the main entryway.

Twilight watched the farmer go with a confused look. "What was that all about?"

"Not sure myself, but AJ knows what she's doing." Rainbow thought that last bit over. "Usually. Anyway, she wanted me to take you to your room, so just follow me, okay?" Rainbow motioned for Twilight to come forward with a hoof and trotted off. The unicorn trailed after her.

.o.O.o.

"Well, well, well. If it isn't my new student."

Twilight Sparkle blinked as she stepped into her room behind Rainbow Dash. Spike was already there, leaning on his spear and grinning at the mare. "Um, what?"

"I think it's about time we got some more practice in, Twilight," Spike explained. "We're all rested up now so it's the perfect time."

"Good luck with that, Twi," Rainbow said and headed for the door. Something clamped down on her tail, halting her movement. She turned back to see a faint purple aura covering it.

"Don't leave me here with him!" Twilight cried.

Rolling her eyes, Rainbow gave a quick tug on her tail, breaking the magical grasp. "Oh, don't be such a foal. I've got to tell AJ about some things and you need this pretty badly. Spike, make sure she lasts longer than two sessions, alright?"

Spike saluted smartly. "You got it!"

"No! Please! Take me with you!" Twilight pleas went unheeded as Rainbow was already out of the room. Now alone save for the beast behind her, Twilight turned her head around, an expression of absolute terror adorning her muzzle.

Grinning, Spike slapped his claws together and rubbed them together.

Twilight bolted for the door.

A spear thrust before her, stopping Twilight in her tracks. Spike swiped the weapon upwards, towards her neck. Reacting on pure adrenaline and instinct, Twilight ripped her sword from its scabbard with her magic and barely managed to parry the strike before it could puncture her skin.

"Ha! Not bad!" Spike cheered and readied another attack.

"Wait! I'm not ready!" Twilight whimpered, backing away.

"Sometimes you're not going to be given the chance to be ready, Twi. Now let's see you deal with this!" Spike jabbed repeatedly, his spear becoming a blur of movement.

Twilight yelped as she dodged away from the attack, frantically swinging her sword to keep the tip of the spear away from her. She succeeded, though once Spike let up, Twilight slumped down to her rump and heaved for breath. "Please... slow... down..."

"Jeez, I've got my work cut out for me." Leaning his spear against his shoulder, Spike began counting off with his claws. "Let's see, we need to work on your reaction, speed, endurance, accuracy... pretty much everything, really."

"You're making me feel soooo much better," Twilight growsed.

"Hey, gotta start somewhere, right? So let's get to it!" With that, he lifted his spear and renewed Twilight's training.

.o.O.o.

"And that's what I heard," Rainbow Dash finished.

Applejack nodded and looked over a map of the world spread out over a table. She and Rainbow were in her private quarters, discussing Gilda's visit and what that meant for the future. "These rumors worry me, Dashie. The Empire's moving fast, faster than we can keep up. If they're pushin' into Domare territory then they must suspect somethin'.

"Then there's that gal Twilight they are so interested in. There's gotta be more about her if Blueblood's willin' to send Gilda after her."

"Then I say we stop prancing around and do something!" Rainbow responded. "I mean, you've got me. What more could you possibly need?"

Applejack gave Rainbow an unamused expression. "We're not ready yet. You know that. But now that we know they want Twilight and with that weird esper thing in Neighshe, maybe we finally have what we need to-"

Rainbow stuck a hoof in Applejack's mouth, blocking off her speech. "Hold up, AJ. Do you smell that?"

Applejack blinked at the other mare, before raising her head and sniffing the air. Her eyes widened at the distinct smell of smoke. "What the...?!" The farmer bolted for the balcony and her face fell at the scene before her.

The apple orchard, over a hundred trees, was on fire.

Applejack whirled around and back into her room. She quickly ran to the side of her bed and lifted a hidden panel, revealing a red button. She pressed it and a warning siren began to sound throughout the entire castle. "Rainbow! Get Twilight and be prepared to leave on my signal!"

"You got it!" Rainbow saluted and flew out the window.

Wasting no time, Applejack rushed down to the lower levels, issuing instructions to her officers and workers to put out the fires and prepare the castle for emergency procedures. She burst outside, ready to shout out more orders, when a flurry of silver feathers caught her attention.

"It's the Empire!" Stardust wailed as he ran in place in a panic. "They've come to get me! I knew I should have left sooner!"

Grimacing, Applejack reached up and wrapped her forelegs around Stardust's neck. With a heave, she wrenched him down so that she could look him in the eye. "Hold up there, partner! You just settle down and get to helpin' with those fires!"

"But... but..."

"No 'buts', you hear?! Now get-"

"Running around with chickens, are you Applejack? Fitting for a dirt pony like yourself."

Applejack pushed Stardust behind her and faced off with the speaker. Gilda grinned and spread a claw to encompass the burning orchard in the distance. "Like my work? Quite easy with the right tools. Or should I say, magitek that is."

"Why are you doing this?!" Applejack demanded.

"Drop the innocent act. I want the mare. Bring her to me. Now!"

"Ah'll never give her up to the likes of you!"

Gilda didn't seem upset by the refusal. "Then... welcome to my barbecue! The chicken behind you is looking mighty tasty and it would be a shame to let all that fire go to waste!"

"I am not a chicken!" Stardust advanced as though to attack, but Applejack blocked his path.

"Not now, sugarcube," Applejack said up to the chocobo. "It ain't the time for fancy-shmancy heroics."

"So, farmer," Gilda intoned darkly, stepping closer to the duo. "Changed your mind?"

Applejack looked away, a pained expression on her face as she looked out over the devastation of her pride and joy. "I guess I have no choice..."

Gilda grinned and reached forward.

Only to receive a powerful kick to the face.

"Or maybe I do! Go!" Applejack yelled as she came down from her suckerkick and shoved Stardust past the realing Gilda. "Head for the entrance!" She turned and raised a hoof to strike again, but a force of wind suddenly picked her up and tossed her to the side.

Gilda lowered a claw glowing in a yellow light and staggered to her feet. She lazily wiped a trickle of blood from where Applejack's blow landed with a talon and sucked on it. "Mmm, not bad, for a pony." The griffon's claw glowed again and she raised it up. "Now let's see how you fare against... magic."

Applejack did the last thing Gilda expected her to do. The pony turned and fled.

Gilda watched her go with a blank expression, before lowering her claw and smiling. "Ackk! Shameful that a owner should flee, leaving her employees behind! How utterly delightful!" She cackled and gave chase.

Applejack didn't spare the time to look behind her and galloped as fast as she could through the halls of her castle. With a final burst of speed, she ran out the entrance and into the evening air of the desert. She sighed in relief when she saw that Rainbow Dash, Twilight Sparkle, Spike and Stardust were already there. "Boy howdy, am Ah glad ya'll made it out okay."

"What's going on?" Twilight asked, her eyes wide with fright at all the smoke rising into the sky. "Your castle's on fire!"

"Don't you worry! No one can defeat the people of Fillygaro!"

"Oh? Is that a fact?"

Applejack and the others looked up, seeing Gilda casually walk out of the castle and head towards them. The Imperial agent grinned as her eyes fell on Twilight. "There you are, my pretty. You've been a naughty girl, running off like that."

Twilight cowered back, her mind reeling from images of the creature before her. "Who... who are you?"

"What? You don't remember your dear master? Tsk, and after all the effort I put into brainwashing you, too."

Rainbow Dash pulled out her knife and blasted forward towards Gilda. "You monster!"

Teeth clamped down onto Rainbow's tail, causing the pegasus to crash into the sand. Applejack held her down and called out. "Okay! Dive now!"

"Dive what now?" Spike asked only to stumble as the ground beneath him began to shake.

"Run!" Applejack ordered. She yanked Rainbow's tail one more time and galloped off. The others followed, rushing through the darkening daylight and away from the increasing tremors.

"Hey!" Gilda shouted. "You can't get away from me!" She readied to chase after them but never made it a single step.

All at once, the sand under her claws began to shift. She shrieked and lost her balance, falling face first into the sand. Fearing she had been caught in a sand trap, she twisted and rolled until she felt firmer ground underneath. Once she made it back to her feet, Gilda looked up and her beak dropped.

Fillygaro sank into the desert before her very eyes. The castle had transformed itself while she was struggling, becoming more compact than before. The towers circling the main building had been pulled closer, windows were covered up, entire parapets had retreated into hidden compartments and, though she couldn't see it, a metal sheet had been extended over the orchard, protecting it from the sands that now poured over the sinking structure. In less than a minute, the castle was gone from sight, leaving behind a mile wide depression in the desert.

Gilda roared. She whipped her head across the vast expanse of the desert before she spotted her fleeing quarry in the distance. She brought a pair of talons to her beak and whistled. "Go! GET THEM!"

A pair of magitek armor burst from the sands behind her, piloted by the same ponies that had accompanied her here. With a whine of engines and a hiss of steam, the two giant machines charged off after their targets.


	7. In Which Ponies Go to a Bar

"Run, everyone! We gotta head south! Run!"

Applejack lead the escapees from Fillygaro through the desert night. There was no moon out, making visibility an issue, though that would play in their favor as Gilda would have the same problem. If she could get the group to the southern mountains, they would be able to lose any pursuers through the rocky terrain. More importantly, the cave located there would be perfect for crossing over to South Fillygaro to regroup.

A yelp and the sound of a body hitting the ground came from behind. Applejack skidded to a halt and turned around to see Twilight Sparkle picking herself up and shaking off some sand.

"Sorry, I tripped," she said, hanging her head.

Rainbow Dash was at her side in an instant and pulled at her cape urgently. "Well, come on! No time for feeling sorry!"

"But I can hardly see!" Twilight cried out. "Can't we shed some light or something?"

"That'll give us away real quick-like," Applejack said. "Just do your best."

"I can help."

All eyes turned to the speaker, who blushed under the scrutiny. Impressive, considering his face was covered in feathers.

"Um... I can see in the dark pretty well," Stardust explained. "Just follow me and step where I step. Okay?"

Twilight studied the chocobo, remembering their less than dignified first meeting, and smiled up at him. "Thank you, Stardust."

"Yeah, that's all hunky-dorey," Rainbow said, already rushing off. "Let's go!"

"You heard her," Applejack added and followed after the pegasus. "Move 'em out!"

"Hi-ho, Twilight! Away!"

Twilight turned and glared at the passenger on her back. "Excuse me?"

"Heh, sorry," Spike said sheepishly. "Kinda got caught up in the moment."

The group ran once again, Twilight staying close behind Stardust and avoiding the obstacles that he pointed out. They made good progress, their mountainous destination growing larger by the minute—

A blinding light suddenly surrounded them, revealing their forms against the desert sand.

"There they are! Don't lose them!"

The ground trembled as two monstrous equine shaped machines charged towards the fleeing ponies, their bright front lights making it impossible to hide. Steam hissed out of the leg joints each time the metal hooves struck the ground, alerting the escapees of their increasing speed.

Rainbow Dash hopped up into the air and chanced a look behind her. "They're gaining on us! We're not going to make it!"

Suddenly, Applejack came to a stop and reared up on her hind legs. "Then we fight 'em! It's our only way!"

Stardust and Twilight sped behind the farmer and cowered behind her. "B-b-but they're so big!" Twilight shrieked.

"Don't think about how big they are! Think about how hard they'll fall! YEEEHAAAAW!" Applejack charged towards the oncoming lights that were only a few paces away and leaped. She twisted in midair and struck out with a powerful kick to the metal head of the magitek armor. A resounding clang was heard.

Applejack fell on her rump a second later and immediately began massaging her aching leg. The machine loomed over her, completely unharmed.

"Or maybe not."

A chuckle came from the pilot. "Just what were you expecting to do? Buck us to the moon?" The light of the magitek swiveled to shine down on Applejack, revealing her helpless form. A massive metal leg rose up to flatten the earth pony into the ground.

Without warning, the light exploded into a shower of sparks before shorting out, coating the area in darkness. A glint of metal fell from the shattered light fell at Applejack's feet. She blinked at the dirk laying at her side but gave it no further thought as she quickly rolled away from the descending leg of the magitek. The machine lifted its leg again and brought it down, but without the help of the light, the pilot's aim was off and Applejack dodged away with ease.

With his attention on squishing Applejack, the pilot never saw the attack coming until it was too late. A dagger plunged itself into the space between his helmet and armor, burying it to the hilt in his neck. He slumped forwards, dead before he hit his console.

Rainbow Dash yanked her dagger free and peered over the edge of the cockpit, smiling smugly. "See, that's how it's done. Thanks for distracting him, though."

Any reply Applejack would have made was lost as the magitek rocked from an impact, followed by an explosion. Rainbow lost her perch and fell to the ground in a heap, stunning her. The damaged magitek above her swayed unsteadily before toppling over. Rainbow only had time to stare up as the machine fell towards, unable to pull herself to safety.

An orange blur shot past her and braced itself. "YEAAAAGGGGHHHH!"

Rainbow started, unable to believe what she was seeing. "Applejack!" Rainbow cried out.

Applejack stood on her forelegs underneath the magitek, her hind legs holding up the ton of metal from falling any further. "Agh! Move already, Dash!"

The thief didn't need to be told twice. Rainbow flared her wings and rushed forward, grabbing Applejack and flying away from the collapsing magitek, missing them by inches. Rainbow deposited her friend down a few hoof-lengths away and sighed in relief. "That was close."

"Look out!"

Applejack's warning came too late. A white laser from the second magitek armor impacted next to them, searing heat washing over them and tossing the two ponies into the air. The pair landed several hoof-lengths away, their coats smoking as they groaned in pain.

"You little gnats are dead!" the second pilot bellowed. He took aim with the Tek Laser port, setting the beam strength to the highest level possible, and fired—

—only for a lance to strike the nozzle of the port from below, shifting the laser off course. The blast shot past the downed duo and impacted against a distant catus, completely obliterating it.

"Ha! Forgot about me, didn't ya?" Spike taunted from underneath the ponified machine. He shifted his grip on his lance and jabbed it into an ankle joint of the magitek's left foreleg.

The pilot lifted the leg, taking a startled Spike with it and gave it a flick.

"Whoa!" Spike lost his grip and was flung to the ground. He scrambled away from the follow-up stomp only to receive a kick to the belly, sending him tumbling away again.

"Enough of this!" the magitek pilot roared. "It's all over!"

"Wait! Please! No more!"

The magitek stepped back as Twilight Sparkle ran to interpose between it and her downed friends. "Please! No more fighting! I beg you!"

The pilot grinned down at her from his perch. "Oh, don't worry. Once they're all dead and you back with Gilda, the fighting will be over. You can count on that."

Several yards away, Rainbow Dash managed to push herself to her hooves, but staggered and dropped to her knees. "Twilight, you idiot! It's you they're after! Run!"

"Too late!" With that, a panel on the magitek's shoulder irised open, revealing a Tek Missile ready for launch.

"NO!"

Twilight chanted, the words coming to her from somewhere deep inside her. Her horn glowed a deep red, followed by a glyph bursting away from her body.

The world around her exploded.

.o.O.o.

Over a mile away, Gilda recoiled as a brilliant flash of red light erupted in the distance. The desert became briefly illuminated, as though the sun itself had risen, and just as quickly faded away. When Gilda turned back to the source of the light, all that could be seen was a mushroom cloud rising into the sky.

"Son of a seapony!"

.o.O.o.

Spike moaned as he rubbed at his eyes, his vision reduced to nothing but a red filter over anything he looked at. Slowly, he opened his eyelids, tears leaking out as his body tried to bring moisture back into his eyeballs. He wiped the tears away and finally managed to get a look around him.

The first thing to grab his attention was the smoking crater directly in front of him.

"Holy guacamole!" Spike ran up to the lip of the crater and looked down. A pile of mutilated and glowing molten metal lay at the bottom. "Wow, what caused this?"

Movement out of the corner of his eye caught his attention. He saw Stardust rush to where Rainbow Dash and Applejack lay and placed down his pack. The chocobo rummaged around and brought out two flasks which he unstopped and offered to the battered ponies. The pair accepted them gratefully and gulped the contents down. Within seconds, Rainbow and Applejack were back on their hooves.

"Much obliged, partner," Applejack said. She ran up Spike, Rainbow and Stardust following close behind. "What happened? Where's Twilight?"

A groan from nearby answered her. A mound of sand shifted, revealing Twilight's horn poking out. Spike rushed over and wiped away the sand, uncovering the rest of Twilight's body. The unicorn groggily blinked her eyes before standing up and shaking away the sand clinging to her. "Oooh, I have such a headache..." The next thing she knew, her vision filled with rainbows and felt herself being held up by a pair of hooves

"Twi! How'd you do that?! That was awesome!"

"Ease up there, Dash," Applejack scolded the pegasus. "Give the gal some room."

"Oh, sorry." Rainbow put Twilight back down but didn't lose her excited expression.

Twilight shook her head, clearing away the last of her grogginess, and regarded Rainbow with a confused look. "Um, what do you mean?"

Rainbow thrust a hoof at the crater. "That!"

Twilight stepped up to the edge of the blast zone and looked down at the bottom. She recoiled, the smell of skortched metal and intense heat assaulting her senses. "D... did I... do this?"

"You sure did! Once second we were all like, 'Run!' but then you glowed and blew up that Impy scum! Was that magic?"

"Magic?" Applejack said, narrowing her eyes. "That didn't look like any magic Ah've ever seen a unicorn use before. What gives?" She gave a concerned look as Twilight began shaking. "Um, hon? You alright?"

The young mare didn't respond. Her shaking became worse, to the point where she lost control of her legs and fell to her belly. Twilight's breathing came in quick and shallow burst as though she had just completed a grueling race. Her irises were tiny pinpricks within her widened eyes, staring unblinkingly at the devastation.

"Hey, Twilight, what's the matter?" Rainbow Dash asked and placed a hoof to Twilight's back.

Twilight shrieked the instant Rainbow made contact. She scrambled away from the crater, putting as much distance as she could from it as quickly as possible. "I-I-I-I didn't mean to! I just wanted him to stop! I d-didn't want to... to kill him!" Tears fell from her eyes, followed by a wail of anguish. Twilight sank to the ground, crying her eyes out.

Rainbow and Spike were at her side in an instant, gathering Twilight up into a hug. "You had no choice, Twilight," Spike spoke to her soothingly. "If you hadn't, well, we'd all be dead."

"The little guy's right, Twi," Rainbow added, stroking the bawling mare's back. "I mean... it was him or us."

Despite their comforting words, Twilight continued to cry. She shook her head as though unwilling to accept what she had done.

Applejack looked on awkwardly, unsure how to put her next words. "Um, Ah hate to butt in, but we_really_ need to get goin'. Gilda might send more of those guys after us at any moment. We need to get south so we can lose her."

"C'mon, Twi," Rainbow Dash said, lifting the unicorn to her hooves. "We gotta go. If we don't, more of those guys will show up and make you do even more terrible things."

Twilight's grief stricken face lifted up. She stared at Rainbow desperately, wishing what she said wasn't true. Rainbow's sad eyes told her otherwise. She sniffed a few time, but nodded and began shuffling along with the rest of the group, heading south.

.o.O.o.

"Get back to the castle and let everypony there know we're okay. Got it?"

"Yes ma'am!" The guard stallion saluted and rushed off, leaving the mountain pass and into the sprawling desert.

Applejack watched him go until he was out of sight, then turned to the group surrounding her. "Alright, y'all. We need to get through this cave to get to South Fillygaro. Once there we can get supplied for the trip over the mountains. Let's move 'em out!" She turned, heading into an opening in the mountain. Rainbow Dash, Spike and Stardust followed, with Twilight plodding at the rear.

Inside the cave, torches had been set up at regular intervals on the rocky walls, providing plenty of light to see their surroundings. The path inside appeared to have been pony engineered, as rectangular cuts had been made into the walls and floor. The trail was smooth and well worn from countless ponies traveling between the castle and port town. Directly ahead, a small pond with sparkling water lay before them. A few turtles floated on the surface, occasionally diving down and resurfacing.

Applejack trotted up to the pond and took a long, slurpy drink. "Aaahh, that hits the spot. C'mon, y'all. Drink up! All that runnin' around in the desert has got to have parched ya somethin' fierce."

The others eagerly did so. Stardust went further by filling up any empty bottles for later use. Once they had all drank their fill, Applejack led them further into the cave. After a few minutes of walking, she called out, "Dash? Twilight? Can Ah speak to you gals for a moment?" The two ponies quickened their pace to reach her, though Twilight had a noticeable lack of spring in her step. "Ah think it's time we come clean with you, Twilight. You see, Dash and I are part of a group callin' themselves the Returners."

"I'm Applejack's contact with the group," Rainbow piped up.

"Yes. And we'd like you to meet with our mentor, Mayor Mare. She'll be able to figure out how you can help us fight back against the Empire."

"Yeah, Twi! That magic you did back there was radical!"

"Between you and that Esper, Ah think we finally have a chance of winnin' this war."

"That's the way to talk! What do you think, Twi? Twi?" Rainbow finally noticed that the unicorn was no longer following besides them. Rainbow twisted around, finding Twilight standing still several paces away and staring at the floor.

Applejack slowly trotted up to Twilight, her expression solemn. "Ah'm sorry, sugarcube. I forgot that this has all been thrust upon ya. I... I don't want to force anything on ya."

"I..." Twilight said, raising her distraught muzzle up to look Applejack in the eyes. "I just don't know... what I should do."

The farmer hung her head, letting the silence that followed linger for a minute. "Well, how about this? You come with us to our base, meet with Mayor Mare, hear her out and decide on your own. How's that sound?"

Twilight continued to stare at Applejack, before closing her eyes and nodding slightly.

Applejack laid a hoof over Twillight's shoulder. "Don't you worry. Whatever it is you decide, I'll back you up. We'll all help you until then."

"Thank you..." Twilight said quietly.

The group continued on, moving further into the cave. A few monsters got in their way, but Rainbow Dash and Spike were quick to bring them down. They had just climbed down a set of stairs when Stardust cocked his head and headed down a side-passage. His departure didn't go unnoticed.

"Hey!" Applejack called out. "Don't be wonderin' on yer own."

If he heard her, he didn't acknowledge it. Stardust continued down the passage, occasionally sniffing the air.

"Hey, Ah'm talking to you!" When Stardust didn't respond, Applejack let out a huff and galloped off to catch up to him. "Consarn it! We don't have time for this." It only took a few seconds to reach him and put herself directly in his path. "Okay, fella. What's gotten into you that you had to go trailblazin'?"

Stardust stepped back, as though seeing the earth pony for the first time. "Oh, uh sorry. I just smelled something and wanted to check it out."

"Partner, there ain't nothin' in this cave other than blearies, hornets and crawlies. All I can smell is their stink."

"Well, I smell _that_." He pointed a wing just over Applejack's shoulder, towards a rock wall with green moss growing over it. "If my nose is correct, that moss can be used to make up some nice potions. At least that's what Moonlight use to tell me."

Applejack looked over the moss, its damp, tiny leaves glistening in the torch light. "That's all fine and dandy, but what good is it to us? You sayin' you can cook us up some potions?"

Stardust shuffled his talons nervously. "Not... really, but I'm sure I can get a good price for it in South Fillygaro. Brewers are always happy to pay for ingredients. Saves them the trouble of finding components themselves. Moonlight never got around to teaching me how to do it..."

"Alright, alright, no harm done," Applejack said. "Grab what you can but be quick about it. We've still got a bit of travel once we reach the other side of the mountain."

"Thanks! You won't regret this!" Applejack stepped away and allowed the chocobo to fill up some bags with the moss. A few minutes later, Stardust had scraped off enough of the plant to completely fill up his pack. "There!" Stardust declared when he finished. "Let's go!"

With his new acquisition stowed away, the group continued their trek through the cave. A short time later, the cave exit came into view, prompting them to quicken their pace. Outside, the great expanse of the Fillygaro plains lay before them.

"Finally! All of these stupid caves are cramping my style!" Rainbow Dash complained and took off into the sky, performing a series of loop-de-loops for the ponies below her.

Applejack chuckled at Rainbow's antics and began leading everyone towards the east. The sun had already risen, basking the earth in its radiant light. The going was smooth as Rainbow scouted for monsters, allowing for a brisk pace to be set. The sun had just reached its midway point in the sky when the first buildings of South Fillygaro came into view. Minutes later, the group stepped into the town proper.

Despite the advanced machinery of Fillygaro, South Fillygaro's housing was constructed almost entirely out of wood, brick and shingled roofs. Even so, the houses were sturdy and stood upon a solid foundation of stone. Many of the houses were two stories tall, with some connected to each other via covered bridges. It gave the city a crowded look, compounded with the sight of dozens of ponies coming and going from one building to another.

"Welp, here we are," Applejack announced, a proud tone to her voice. "Good ol' South Fillygaro. Home of some of the finest ponies you'll ever meet." She regarded the others with a happy smile. "We'll be able to get what we need here before headin' on over to the base. RD, go ahead and do your thing and get us some supplies while Ah check on a few things. We'll meet back here in an hour."

"Hey, who died and made you leader?" Rainbow asked, coming up to Applejack and staring her down. "You've been bossin' us around ever since we left the castle when I should totally be in charge!"

"What, you startin' something now? Somepony's got to take responsibility around here."

"Yeah, and that should be me. The coolest and most awesomest pony to have ever lived! How about_you_ go and get our stuff while _I_ check out the local life."

Applejack gave her an unamused look. "Hmph, duckin' past your responsibilities again. What a surprise."

"What's that suppose to mean?!" Rainbow Dash demanded, pressing her nose right into Applejack's.

The farmer pushed back. "That you don't take anythin' serious unless it involves shiny treasure."

"I can too take things seriously! Just watch!" Rainbow launched into the air, heading towards the center of town.

"Heh, works every time," Applejack said. She noticed Stardust walking away on his own and called after him. "Hey, fella! Where you off to?"

"Following the pegasus," Stardust replied back. "If she's headed for the shops, I can sell off my own stuff." He turned around a bend and was lost from sight.

Applejack shrugged and turned to the remaining members of the party. "Well, we best be going. Follow me."

"What are we going to do?" Twilight asked, she and Spike falling into step next to Applejack.

"To the bar. Dash mentioned some things are happenin' way over in Domare and askin' the folks there might clear up some things. Rumors like that flow like cider, especially in places that sell cider. Domare has been helpin' our cause for a while now so anything that happens to them, Mayor Mare will want to know about."

The three made their way through the busy streets, maneuvering past the throng of ponies going about their daily activities. A whistle sounded off in the distance at one point, causing Twilight to cower behind a barrel next to a house, her body shaking uncontrollably and her eyes darting back and forth for any signs of the whistle's origins. When Applejack told her that it was probably just a boat docking at the pier further south, the unicorn smiled sheepishly and followed along with her head held low.

"You really need to get out more, Twilight," Applejack teased shortly afterwards. "I'm thinkin' this here little trip will do ya some good."

"Sorry," Twilight apologized for what felt like the thousandth time. "It's frustrating for me to have to learn all these things over again."

"Don't worry, Twilight," Spike said, patting the unicorn on the back. "Just like Applejack said, we're all here for you."

"Thanks," Twilight responded, giving a warm smile.

"Alright, we're here," Applejack said, stopping in front of a wooden door with a sign above it that read, "The Galloping Horse." Sounds of song and merriment could be heard coming from within the building. "Let's head on in and see if we can learn a thing or two." She pushed the door aside and stepped in.

Immediately, a barrage of sound and smells assailed the ponies' and dragon's senses. A din of constant conversation filled the room while the stench of sweat, smoke, and cider struck them, making Twilight and Spike tear up briefly.

"Ugh, and I thought our waste hole was stinky," Spike complained, trying in vain to fan away the cigar and cigarette smoke drifting by him.

"Better keep them types of comments to yerself," Applejack warned. "That's the kinda talk that gets ponies all riled up. Or don't you remember back at the castle?"

Spike smiled sheepishly and motioned the process of zipping his mouth shut.

They walked up to the bar and Applejack plunked down a few gil onto the counter. "Barkeep! A round for me and my two friends here." The pony behind the counter quickly poured three mugs of cider and placed them down in front of them. Applejack didn't waste any time and took a deep swig from the mug then slammed it back down on the counter, letting out a loud burp. "Ah! That's the stuff!"

"Must you be so uncouth?"

Applejack blinked and turned her gaze to the source of the voice. A white unicorn with a curled, purple mane and leaning against the bar looked back at her with half-lidded eyes.

Applejack gulped down the rest of her drink and wiped her mouth with a hoof. "What's it to ya? It's a bar. Perfect place to let loose!"

The unicorn sniffed, turned up her nose and levitated a glass filled with wine. She took a delicate sip before carefully placing the glass back down on the counter. "Just because one is within a bar doesn't mean one can not show manners."

_~She comes and goes like the wind, owing allegience to nopony. She obsesses over fashion, though her reasons are her own..._~

Applejack made to respond, but was shoved out of the way by an eager pony. "Hey! You're another unicorn!" Twilight squealed. "I'm one too!"

The mare stepped back, eyeing Twilight warily. "Indeed..."

Twilight moved closer, her eyes starry. "What type of spells can you cast? How did you learn those spell? How do you keep your horn so point—?"

A loud hiss came from below. Twilight glanced down to see a white cat standing underneath the white unicorn bare its teeth and take a swipe with its claws. Twilight yelped and hopped back, scrambling behind Applejack.

"Opalescence, be nice," the unicorn said down to the cat. "The lady wasn't being threatening, just... overly gregarious." Opalescence growled one last time before laying down and curling up for a nap. "Sorry about her. She can get a bit overprotective."

"Yeah, and sorry about her," Applejack responded, nodding her head towards the cowering Twilight behind her. "She can be a little overly... well... overly, Ah guess."

The unicorn took another sip from her drink and regarded the ponies before her. "Well, here I was going on about manners and I haven't even introduced myself. My name is Miss Rarity. A pleasure."

Applejack tipped her hat with a hoof. "Same here, Ah guess. I'm Applejack and this here's Twilight Sparkle and Spike."

Rarity smirked and held out a hoof. "Charmed, I'm sure."

Twilight came out from her hiding spot, grinning sheepishly and gently shook the offered hoof. "Um, sorry about before..."

"No harm done, darling. And this handsome chap on your back must be Spike?"

Spike didn't respond. He stared at Rarity, something he had been doing for the past few minutes. It took a small buck from Twilight for him to regain focus. "Oh, uh, yeah! I'm a... I'mma ah... ah..."

"What's the matter, Spike?" Twilight asked.

"Nothing! Nothing's wrong!" He rubbed the back of his head with a claw, a blush spreading over his face. "Yeah, I'm Spike."

"Well, how do you do, Spike?" She batted her eyes at him and chuckled when Spike reddened even further. "So, what are you all here in town for? Sightseeing? Shopping?"

"A little of both, really," Applejack answered. "Though we stopped by here to see if anypony knew anythin' about what's going on out east. Hear there's trouble brewing near Domare."

"Oh my, really?"

"Yep. You wouldn't happen to know anythin' about that, would you?"

"Heavens, no," said Rarity. In a low tone, she muttered, "Though that does raise some possibilities..."

"You say somethin'?"

"Oh! Sorry. I was just thinking of my next project. I have a passion for fashion, you know."

"Ah... not really, no."

"Oh. Well, I'm afraid I don't have much more to offer you, dear. I need to be going, but maybe we'll run into each other somewhere down the road." With a flick of magic, Rarity drained the rest of her wine and left a few gil on the counter. "Come, Opalescence. We need to go." The unicorn trotted off, her cat briefly yawning and stretching herself before padding after her.

"Now there goes a character, right?" Applejack said once Rarity had left the bar. "Ya sure do meet some weird sorts in here."

"So beautiful..." Spike breathed out.

"What was that?" both mares asked.

"Nothing!"

.o.O.o.

Within the commercial district of town, Rainbow Dash emerged from a storefront, her saddlebags sagging with supplies. Stardust exited a moment later, his pack noticeably lighter.

"Stupid Applejack," Rainbow strained to say, shifting her bags to a more comfortable position. "Making me do all the busy work while I'm sure she's living it up at the pub. Stupid Filthy Rich and his bargains. How the hay am I supposed to carry all this stuff and still fly?" She glanced up at Stardust, noticing how little he was carrying. "Hey, big guy. Mind helping me out here?"

"I have a name, you know," Stardust grumbled.

"Yeah, yeah, whatever. But could you help a pal out? All this stuff is cramping my style."

"What do I look like to you? A walking caravan?"

"Hey, that's a good idea! You carry this so I can keep my wings free. Then I can swoop down and cream all the monsters in sight!"

Stardust rolled his eyes and walked away. "Forget it. I'm going to stay here in town for a while. See if I can get a shop going."

Rainbow suddenly rushed in front of him. "Wait. You're leaving us?"

Stardust grimaced, an impatient tone to his voice. "Yeah. That was my plan all along. Why are you surprised?"

"I don't know," Rainbow said with a shrug. "You were kinda helpful after we took down those two metal jerks. I just thought you'd keep going with us."

"Can't. I've gotta keep looking for other clans, and I want to own my own shop one day. This place is perfect for both."

Rainbow scoffed. "Not for that last part, it ain't."

"What do you mean?"

The pegasus pointed a hoof to the store they just exited from. "See that? That place is just one of many in this town. Filthy Rich owns them all, or at least all the good ones. He's got this whole place under his hoof. The second you try opening a spot without a deal from him, he'll price gouge you right out of town."

Stardust's lower beak fell, staring up at the sign that read, "Rich's Barnyard Bargains." "You're lying."

"Wish I was, pal, but that's just how it is here."

With a shake of his head, Stardust marched away. "Then I'll just have to be the chocobo that beats him."

"You're wasting your time," Rainbow called after him.

Stardust whirled around, glaring at her. "And what do you expect me to do, huh?! Shopkeeping is my dream! Selling things is what I've grown up doing. I just can't give it up just because some pony tells me it's too hard!"

Rainbow waved her hooves in a placating manner. "Easy! Easy! Don't get so bent out of shape."

"I am _not_ bent out of shape!"

"Right. Look buddy, I'm not saying you can't follow your dreams and all, but this town probably isn't the best place to start."

"So what are you saying?"

"All I'm saying is just travel with us for a little while longer. Hay, we might even come across one of those clans of yours. And if we find a town on the way that _isn't_ completely owned by Filthy Rich, then you can go on your way. Whaddya say?"

Stardust stared at Rainbow Dash, his wings twitching periodically. Finally, he sighed and said, "Fine. I guess I'll tag along for a bit longer."

"Great!"

"Just one thing. What are you getting out of all this—OOF!"

Rainbow, now hovering above him, dusted off her hooves after dumping her saddlebags onto Stardust's back. "You get to carry all our stuff!"

.o.O.o.

"Well, that was a bust."

Applejack, Twilight Sparkle and Spike exited the bar, full of cider but light on information. The farm pony checked the sun, doing some quick calculations in her head. "We still have a few minutes before we need to meet back up with Rainbow Dash. There's one place we have time to go to before then. This way."

Applejack lead them through the streets of South Fillygaro once again, this time leading them near the edge of town. Here, the wooden buildings became fewer and fewer, with buildings made of steel becoming more frequent. Some were several stories tall, with steam coming out of chimneys instead of smoke. The ponies walking by wore smudged clothing with many carrying a satchel of tools on their backs rather than saddlebags.

"What is this place?" Twilight asked, her head turning back and forth in an effort to keep up with all the new sights passing by her.

"The industrial wedge of the town," Applejack explained. "It's pretty new compared to the rest of the city. All the latest breakthroughs in technology are produced here. A lot of the ponies that designed Fillygaro Castle moved here after the orchard was done. Engineers are silly folk and can't stop tinkerin' no matter what. There's lots o' space round these parts so they decided to build up a spot just for themselves."

"Why are we here then?"

"There's somepony Ah gotta meet. It's a... personal thing."

They fell silent then, Twilight and Spike content on following Applejack while they took in the sights. After a few more blocks, Applejack came up to a nondescript metal door and pressed a button next to it. A buzzer from inside sounded and a moment later, the door slid into the wall on its own. A middle-aged female donkey stood on the other side. "Oh, what a surprise! Hello, Applejack."

"G'day, Matilda," Applejack greeted back. "Yer husband home?"

"Oh, I'm sorry. Cranky's been gone for over a week now. You know how he can get when he's got a new project on his mind."

"That Ah do. Ah still need to thank him for fixin' up that problem with the sprinkler system back at the castle. Mah engineers were scramblin' like mad trying to fix it 'til he came by."

"Oh, where are my manners?" Matilda moved aside, extending a hoof in invitation. "Won't you come in? I can get some tea ready for you and your friends."

"Ah'm mighty sorry, Matilda, but we can't stay. Ah was just hopin' that... well..."

"About Big Macintosh, right?" At Applejack's nod, Matilda continued, "Well, Cranky won't say as much, but I'm sure with all the rumors flying around that you at least heard he's taken on your brother as his apprentice. It's not easy keeping things a secret around here when a big colt like him appears."

Applejack couldn't hold back the eagerness in her voice. "Do you know where he is then?"

"Last I heard, Cranky was taking his pupils up into Mt. Colt. Apparently, there's some good minerals up there for one of their new inventions. If your brother's anywhere, he's there."

"Aw, thank you kindly!" Applejack gushed out. She pranced in place, looking ready to run off right that moment. "Ah wish I could stay an' chat, but I've got ta git goin'!"

"Don't worry, missie. Give my love to Big Mac when you find him."

Giving a tip of her hat, Applejack rushed off, forcing Twilight to chase after her before she was lost from sight.

"Ah, kids. I'm going to have to badger Cranky about having them again."

.o.O.o.

"What kept ya?" Rainbow Dash asked impatiently at the entrance of South Fillygaro.

"Sorry," Applejack said once she ran up to the pegasus, with Twilight and Spike behind her and huffing for breath. "Just a little bit of catchin' up with some donkeys Ah know."

"Whatever. Let's get going, alright?"

"Sure thing! Next stop, Mt. Colt!" Applejack reared up, neighing to the sky and galloped off. Rainbow Dash smirked and followed skyward.

"Wait up!" Twilight called to them. She and Stardust followed, leaving the city for the open plains and towards the distant mountains.


	8. Wherein Machines Get Busted

Twilight Sparkle's mouth hung open as she stared up at the imposing mountain before her. "We... have to climb... _that_?"

"Sure as sugar, we do," Applejack confirmed, stretching out her legs and cracking her neck. "If Ah remember correctly, it's a good hike up and over so we'll take breaks when we get tired."

Rainbow Dash groaned. "This is going to take all day, isn't it?"

"Now don't be that way, sugarcube. Just take it easy for once and enjoy the scenery."

"Whatever. Let's just get going."

The party moved on, the plains of South Fillygaro gradually receding into more rocky terrain. The hoofing became trickier, making the ponies watch their steps to avoid rolling a hoof. Stardust had no such trouble, his talons adjusting to each step and his wings fluttered whenever he needed to maintain his balance. Rainbow, on the other hoof, simply flew over the ground, growing more and more bored waiting for the others to catch up with her.

An hour later, she had had enough. "You know, I could just fly over, get in contact with the Returners and they could meet us halfway."

"Oh?" Spike replied. "Then you're just going to let us deal with them on our own?"

Rainbow blinked and followed the claw that Spike pointed towards the path ahead of them. Two long-haired, brown mammoth-like creatures appeared around a rock outcropping. The pair were engaged in a test of strength, their large white tusks locked together as each tried to push the other away. The very mountain seemed to tremble as the two monsters snorted with effort and crashed each other into boulders.

"What are they doing?" Twilight asked, cringing each time one of the tuskers slammed into the other with the power of a magitek armor buck.

"Ah don't rightly know," Applejack answered. "Though I think it's best we wait—Dash! Come back here!"

Rainbow had flown towards the struggling tuskers, hovering above them. "I'm not waiting for these two to knock themselves out!" Rainbow called back. She pulled out her knife and dove down, the point of her blade aimed for the back of the closet monster. The knife sank deep into the tusker's hairy hide, causing the creature to rear up and roar in pain. It bucked viciously, forcing Rainbow to grasp onto the buried knife harder to keep from being dislodged.

Without warning, the second tusker opened its mouth, aiming for the pegasus. A blast of cold air escaped from its maw and struck Rainbow Dash head on. Caught completely unprepared, Rainbow lost her grip on the knife and sailed off the back of the struggling tusker, landing in a heap on the ground. Tiny ice crystals hung from her wings, mane and vest, testament to the power of the tusker's blizzard breath. The injured tusker continued its rampage and charged at the downed and shivering pegasus.

"Aurabolt!"

A beam of white energy suddenly impacted the side of the tusker, picking it up and slamming it against the mountainside. It fell to its side, its hide smoking from a circular burn and remained still.

The second tusker turned towards the new threat, roaring at Applejack as she galloped towards it. It lowered its tusks, intent on goring its enemy, only for the pony to launch into the air and land on its back. Before it could react, Applejack reared and kicked it hard in the back of its head. The tusker gave a pained moan and collapsed to the ground.

Applejack quickly leaped off the tusker's back and rushed up to Rainbow Dash. The thief was curled up in a tight ball and shivering uncontrollably. "C-c-cold-d-d-d."

"Hang on there, Dash," Applejack said. "We'll get ya fixed up." She turned towards the others and motioned for them to come closer. "Hey, Twi. Can you use that fancy magic of yours to warm her up?"

"I-I'm not sure," Twilight replied. "I've never tried something like that."

"Well, then Ah guess we better find some blankets or sumthin' to cover her up."

"Wait. Let me try this." Twilight stepped next to Rainbow and closed her eyes. A gentle chant escaped her lips, followed by a string of pearl orbs floating out of her horn, looping around and flowing back into her forehead. Briefly, Rainbow's form was covered in a pale green light, fading away as quickly as it came. Moments later, the pegasus' convulsions ceased.

Rainbow Dash blinked her eyes and stood up on shaky legs. The bitter cold enveloping her body was gone and she felt relaxed and refreshed as though waking from a satisfying nap. "Woah. What was that?"

"I... I think it's called a cure spell," Twilight answered, as though unsure herself.

"Really? Since when have you been able to do that?"

Twilight looked away and bit her lip. "I think I've always been able to do it. It just feels... natural to me."

"Well, thanks anyways. I felt like a popsicle back there. OW!"

Applejack lowered her hoof from cuffing Rainbow upside the head. "Ya wouldn't have been in that there state if ya'd just waited for us. You could have gotten killed trying to ride that buckin' bronco."

"Yeah, yeah," Rainbow said and pulled her knife from the tusker's carcase. She quirked an eyebrow at the injury in the beast's side. "Hey, what happened to this thing? Did I do that?"

"Hardly. Ah had to use one of my secret techniques. It's called Aurabolt and it uses my very own spirit as a weapon. No magic involved, just plain ol' earth pony guts!

"Now let's get a move on before anymore of those critters show up. Ah don't rightly want to spend all my time fighting when we still have a ways to go."

No arguments were made over that. The group continued up the path, watching for monsters the entire time, and a few minutes later, they found a cave entrance behind a formation of rocks.

"Blah, more caves," Rainbow Dash complained. "This is sooooooo not helping my sty—hey, birdie, watch it!"

Stardust rushed past her, his eyes gleaming with anticipation. He entered the cave without a second look and beelined to a glittering green gem stuck in some loose dirt next to a rock wall. Beams of light trickled in from holes in the ceiling, with one such beam striking directly against the gem, creating a rainbow of light to shine pleasantly against the walls. When the others caught up to him, Stardust was furiously pecking away at the dirt around the gem, slowly uncovering more of it.

"Hey, birdbrain!" Rainbow Dash said, flying up next to the chocobo. "Stop running off like that! What are you, some kind of Repo Pony or something?"

"It's... a... gem!" Stardust replied in between pecks. As though that explained everything, Stardust continued his work.

"Seriously, you've got to be a klepto or something. Now, I know how it is to find treasure and all, but rule number one is to check these things out before digging in like you're doing. What if there are traps?"

However, the chocobo ignored her. Finally, the gem became exposed enough for Stardust to reach down and grab it in his beak. With a sharp tug, he wrenched it out of the ground and held it up proudly for all to see.

The next instant, the ground underneath him gave away. Stardust managed to give a surprised squawk, throwing his prize away in the process, before disappearing into the floor.

"Stardust!" Without hesitation, Rainbow Dash jumped into the exposed sinkhole after him.

"Rainbow!" Twilight cried out and made to follow but Applejack stopped her with an outstretched hoof.

"You'll just fall in like them!" the farmer pointed out. "Let's get some rope and we can pull 'em out!"

Suddenly, several figures landed outside the cave entrance and more appeared from deeper in the cave. They were earth and pegasus stallions, dressed in red gis and their hooves covered in red wrappings. The ponies quickly circled around the mares and dragon, cutting off all escape.

"Heh, been awhile since somepony fell for that trap," one of the ponies said.

"Yeah, and look at what we got," said another. "Should get a good stack of gil for two beauts like them."

"Don't forget the two below."

"We'll get to them later. We got plenty to keep us busy here."

Applejack tensed, ready to spring into action at a moment's notice. "Ah swear, you fellers should just turn around now and ferget you ever saw us."

"You came into our home, lady," a pegasus responded. "And the Iron Hoof collects from those that trespass."

"We've had enough trouble already with those weirdos from South Fillygaro," said an earth pony. He stepped forward and reached for Twilight. "You on the other hoof will be easy pickings." He stopped short when a spear was thrust towards his head, forcing him to back away.

"That's what you think," Spike intoned darkly.

The pack of ponies eyed the surrounded trio warily, before a wordless cry signalled the attack.

.o.O.o.

Beneath the growing violence, another battle was taking place, though of a much less physical nature.

"You featherhead! This is why you check for traps!"

"Sorry..."

"You better be sorry! Rule number two is to never split up. Your friends could get in trouble while you wander off."

"But you were going to fly away outside—"

"Rule number three: I'm awesome enough to break the rules!"

Stardust scratched his head with a wing. "I don't get it. How does being awesome work like that?"

Rainbow Dash smirked and tapped him lightly on the chest. "Don't worry. I'll teach ya everything you need to know. Stick with me, bud, and you'll go places." She lost her grin when she looked up at the ceiling and the opening they had fallen through. "Speaking of going places, we need to get back up there."

Stardust followed her gaze and grimaced. "That's too high for me to jump." He looked around and spotted a passage leading deeper into the mountain. "Why don't we head down that way and meet up with the others on the other side?"

"Uh, yeah. No. You just sit tight and I'll fly up there and get the others to help."

Judging by the expression on Stardust's face, this was not the answer he wanted. "You're going to leave me here? Alone?!"

"Whoa, whoa there, fella!" Rainbow held up her hooves in a placating manner. "I'll be gone for just a few seconds. Ten tops!"

"But what if monsters come and get me?!" His head whipped back and forth as if convinced that one was waiting just beyond the shadows.

"C'mon, nothing's going to get you. Stop being such a foal." However, Stardust continued to panic, his breathing becoming erratic and his gaze wide with fright. "... You're really scared arencha?"

"I'm not scared!" Stardust yelled. "Just... cautious..."

Rainbow Dash sighed. "Alright, alright," she said. "I'll stick with ya. I promise I won't leave your side."

The chocobo stopped his fidgeting and regarded Rainbow with hope in his eyes. "Really?"

"Yeah. We'll go down that way, okay? No need to get your feathers ruffled." She gestured a hoof towards the passage. "After you. You've got that freaky good eyesight so you can lead the way. But don't worry, I've got your back."

Stardust remained silent for a time before slowly nodding and walked down the passageway, a more confident motion to his stride. Rainbow Dash followed after him, muttering how birds without flight were pathetic.

.o.O.o.

"And that makes ten!" Applejack declared as she placed the last of the martial arts ponies in a pile of groaning bodies. "Who says my brother got all the brains in the family?"

Off to the side, Spike willed his spear away with a puff of fire and dusted his claws. "That's the second group of ponies that I've run into that have tried to rob me. What's with you guys, anyway?"

"Now Spike, don't let a few bad apples ruin the bushel for ya," Applejack said. "Some ponies are the way they are and ain't nothin' going to change them." She turned her gaze to the other pony in the cavern still conscious. "You okay over there, Twilight?"

The unicorn stood in a corner, her ears drooped as she swept her eyes over the ponies that had tried to subdue her. She closed her eyes and lowered her head as a soft sigh escaped past her lips. "I... I'm fine. I'm sorry I wasn't much help."

"Don't say that Twilight," Spike said. He came up to her and laid a claw on her back. "Your cure spell really helped keeping us going. You did great!"

Twilight managed a thin smile. "I suppose so."

Applejack came up to her and offered her own hoof to Twilight's backside. "You might still need some work on being a fighter, but you sure do know how to back us up. Especially since Stardust has all our healin' stuff." Her eyes widened in sudden realization. "Consarnit! Ah plum forgot all about him! And Dash!" Applejack rushed over to the hole in the floor that had claimed the pair and peered down. "Rainbow Dash! You okay down there? Dash? Stardust? Anypony?" The only answer she received was the returning echo of her voice.

"Anything?" Spike asked. He too looked down the hole but saw nothing but blackness. "Do we jump down?"

"Hold up. Twi, could you come over here for a sec?" Twilight trotted over, a curious expression on her muzzle. "Could you shine your horn down there? Maybe a little light will show them."

The unicorn nodded and concentrated. Soon, a soft magenta glow surrounded her horn. Twilight bent down and held her head over the hole while Applejack and Spike looked down. Far below, a rocky floor could be seen but there was no sight of Stardust and Rainbow Dash.

"You don't think they were captured, do you?" Spike asked.

Applejack shook her head. "Naw. Dash would never let that happen. I figure they found another way and are headin' to the other side of the mountain. We better get goin' too."

"We're not going to look for them?"

"Don't you be worrying, now. My gut tells me they're fine and we should get a move on."

Twilight gave the farmer a quizzical look. "How can your intestines tell that?"

"... It's just a figure of speech," Applejack drawled.

A sudden shout from Spike startled the two ponies. They whirled around to face him, one ready to fight while the other readied to support. They blinked in unison as the young dragon held up the gem that had triggered the start of the ambush.

"Check this baby out!" Spike exclaimed. "I have to give it to those ponies. They have good tastes."

Twilight came forward and inspected the gem that had Spike so excited. "I don't get it. What's so special about it? Is it valuable?"

"You bet it is! This is an peridot. I can use this to breathe air attacks instead of fire. And it's delicious too!" He gazed at the gem lovingly for a moment longer before placing it away with a puff of fire. "I'll save this guy for later."

Applejack chuckled and headed towards the cavern leading deeper into the mountain. "Come on. If Ah know Dash, she's already waiting for us on the other side."

Twilight and Spike followed, the former puzzling over how one's insides could know something so intangible and the mysterious properties of gems while the latter smirked at the unicorn's cluelessness.

None of them saw the shadowy figures watching them from the cave entrance.

.o.O.o.

Stardust was quickly becoming Rainbow Dash's new best friend... and the biggest pain in the flank she had ever met.

"I found another one!" Stardust cried and darted over to a cluster of rocks.

"Hold it, bud!" Rainbow warned her excitable friend. "It's great and all that you want to find all this treasure, but remember what I told you."

"Right, right," Stardust replied. He backed off and let Rainbow Dash inspect his find: a few discarded gil lay in a pile behind the rocks. A quick glance revealed nothing suspicious so with a gesture of her hoof, Stardust quickly gathered them up.

"Jeez, and Applejack calls _me_ impatient," Rainbow muttered.

The two continued on, Stardust keeping his eyes peeled for anything shining while Rainbow Dash listened for anything that didn't sound friendly. A few minutes later, a light from an opening in the mountain wall came into view.

"Oh, sweet!" Rainbow said. "A way out!" With a rush of displaced wind, Rainbow flew out the opening and drank in the sweet, open sky. "Ah, now _that's_ more like it."

Stardust ran up besides her and breathed in the mountain air. He looked around, taking in the view offered from being so high up. Below them stretched a boxed-in valley with green plains and sparkling rivers. The setting sun cast the valley in a sheen of golden light. Even though he preferred the deep forests back home, Stardust had to admit that the sight was beautiful.

Movement from above caught his eye. He snapped his head up and spied something ducking behind a overhanging ledge. Rainbow took notice and followed his gaze. "What is it? Monsters?"

"I'm not sure," Stardust replied. "It moved too quickly for me to get a good look."

"I'll check it out. Stay put." Before the chocobo could protest, Rainbow Dash took off like an arrow. Seconds later she reached the ledge but spotted nothing out of the ordinary. A few quick laps around the area didn't reveal anything either. She turned to head back down when something laying on the ground caught the few remaining rays of the sun. She flew over to it and picked it up with a hoof, revealing it to be a small gear. "Now where did you come from?"

Pocketing it for now, Rainbow dropped down to where Stardust was waiting for her. A look of relief passed over him briefly before firming up his features and giving Rainbow a flat stare. "What took ya?"

"Nice to see you too," Rainbow shot back. She pulled out the gear and held it out before her. "This is all I found."

Stardust stared at the gear for a moment. "What's something like that doing here?"

"Good question, but let's worry about that later. It's getting dark and I want to be off this mountain before monsters start crawling all over this place." She placed the gear in one of Stardust's packs and headed for the cliffside. Peering down, there appeared to be no obvious hoofholds but she had a suspicion that it wouldn't be a problem. "Can you make it down here?"

Stardust looked down himself and smirked. "No problem. In fact, I—"

A yelp of surprise burst past his beak as he slipped and tumbled down the mountain side. One bumpy and painful ride later, he landed in a heap on a ledge further down. Stardust groaned in pain and slowly began to twitch his appendages for anything broken.

"What's with you and falling today?" came an amused voice above him.

"Bite me..."

"Sorry, but dirty silver feathers don't look really tasty," Rainbow chortled. She landed next to him and offered a hoof. "Need any help?"

"No," Stardust said and attempted to lift himself back up. A sharp ache in his side stopped him and he fell back down. "Maybe..."

The pegasus smirked, braced herself beneath him and heaved. With her help, Stardust shakily made it to his talons, wobbling a bit before managing to straighten himself. "Thanks—OW!"

Rainbow looked up at him, a concerned look in her eyes. "What? What? Is something broken?"

Stardust didn't answer. He lifted his left wing and reached under it with his head. He grasped ahold of something and gave it a sharp tug, producing a comical pop. When he turned back, a golden bracer was held between his beak. He spit it onto the ground where the two looked at it in confusion.

"Must have gotten it stuck when I fell," Stardust commented. "What is it?"

"Dunno," Rainbow Dash replied and picked it up between her forehooves. The bracer was covered in dirt and grime, though Rainbow could tell there were some markings carved into it. She spit on a hoof and rubbed off as much filth as she could, revealing a carving of a pony holding up the world on its back. Coming to a quick decision, she slipped the bracer onto her right hoof. Immediately, a sense of strength coursed through her, like a jolt of lightning from a rain cloud. "Awww, yeah!" Rainbow cried and thrust the hoof wearing the bracer into the air.

"What? What is it?" Stardust asked, hopping up and down in excitement.

"This, my good pal, is a relic!" She suddenly shot into the air, performing an intricate series of loop-de-loops and mid-air tumbles. "This is so cool! I've only heard rumors of these things! Whoda thunk one was hiding away on this mountain all this time?!" She completed one final loop before landing back next to Stardust. "Thanks bud! I can't wait to show this off to the others!"

"Um... you're welcome? But, what's a relic?"

"Oh, they're these little doohickeys that were said to have been made during the war one-thousand years ago. They're suppose to grant totally radical powers when worn! I think this one makes me stronger. I guess we'll find out soon enough!" Rainbow whirled, thrust her hoof in the air as though posing for an audience and said, "Now let's find the others and get off this rock!

"Just don't fall down again, okay? It'll ruin the moment."

Stardust slapped a wing to his face and groaned.

.o.O.o.

In a separate area of Mt. Colt, two mares and one dragon walked through the darkening tunnels of the mountain, the light from Twilight's horn the only illumination available to them. Monsters were becoming more bold in their attacks with the oncoming night, making progress slow and dangerous. Yet, Applejack pressed them on, unwilling to find a place to stay for the night. The quicker they left the mountain, the safer they would be.

"C'mon, y'all," Applejack said to bolster the others' resolve. "Just a little longer now. Ah think we're getting close to the end."

"I hope so," Spike grumbled. "We've been wandering around, like, forever!

"How you holding up, Twi?"

The unicorn didn't immediately respond. Twilight continued to move forward, focusing on keeping her horn lit and placing one hoof in front of the other. Her breath came out in short, wheezing gasps. Her eyelids drooped occasionally, threatening to close completely, before she snapped them open again to stare at the path ahead.

"Twilight?"

"Huh? What?" Twilight asked, startled at hearing her name.

"I think we need to stop for a bit, Applejack," Spike said. "I don't think Twilight's going to make it much farther."

"No! No!" Twilight spoke up, straightening her posture and stepping with more energy. "I'm fine! I can keep going! I'm just... not used to all this *yawn* traveling."

Applejack and Spike shared a look. Sighing, the farmer quickened her pace to catch up with Twilight. "Hon, Ah think it's time for a re—"

"Look!" Twilight interrupted, pointing her hoof ahead of her. "Moonlight! Finally, a way out!"

Further ahead, silvery light could be seen spilling in from an opening. With a burst of speed, Twilight rushed ahead forcing Applejack and Spike to run to catch up. By the time they reached her, Twilight had stopped and was staring down at a small valley below them. The light seen from inside the mountain was not moonlight, but several spotlights shining down on what appeared to be a small camp. A tent was set up and surround it were several mechanical constructs in the shape of wolves, bears and other animals, many of them seemingly incomplete from all the disconnected legs and heads strewn around them. Pieces of metal and parchment littered the ground giving the impression of a junkyard rather than a campsite.

"Ah don't believe it," Applejack said, barely above a whisper. She gave a loud neigh of delight and galloped down the slope leading to the camp yelling, "Big Mac!" over and over again. Once she reached the tent, she looked in expecting to find a red stallion but discovered that it was empty besides a few discarded cans of baked beans. By the time she pulled her head out of the tent flaps, Twilight and Spike had caught up to her. "He ain't here..."

"Who, Applejack?" Twilight asked.

"My big brother. I thought for certain I'd find him here. Maybe he went off to find some food or sumthin'. Let's wait awhile. He can't be gone long. It'll give you a chance to rest a bit, Twi."

Twilight opened her mouth to argue that she wasn't tired, only for a long, drawn out yawn to escape instead. "Ugh, maybe a quick nap wouldn't hurt..."

"Right. Ah'll take a look around for a bit and keep watch. You just take it easy, sugarcube."

"Sure." The unicorn entered the tent without any preamble, found a cot set on the ground and plopped down on it. She was asleep within seconds.

.o.O.o.

She awoke with a start. The sound of running machinery and yelling quickly brought her out of her drowsy state and she rushed out of the tent. Her jaw dropped at the scene that greeted her.

Applejack and Spike dodged, weaved and counterattacked against their assailants: two mechanical bears. The constructs were twice the height of a pony and both took advantage of their bulk to charge at Applejack and Spike in attempts to pin them down. Steam escaped from their metallic ears with each swipe of their razor sharp claws while their eyes, comprised of gleaming red gems, followed their prey's every movement. Despite the size of the bears and the exposed network of complex gears whirring to move them, they moved deceptively fast, keeping Applejack and Spike from being able to form a strategy to effectively deal with them.

Twilight could only stare, rooted in place at such a sight. This type of situation was the last thing she expected to see and it left her mind empty of any way to deal with it. Her catatonic state finally ended at the sounds of laughter rising above the din of battle. She looked further up the hill that she had descended to reach the camp and spotted two yellow unicorns wearing striped blue and white vests and cackling with undisguised glee.

"Looks like our inventions are a success, right Flim?" the mustachioed one of the duo asked.

"That they are, Flam!" the other answered. "Looks like that donkey had a few good ideas after all."

"Donkey?" Twilight repeated numbly.

Neither of them seemed to hear her, intent on watching their bears attack the invaders to their camp. Flam gave a loud cheer when the bear focused on Applejack managed to trip her up with a swipe of its claw, making the earth pony stumble and fall to the ground. The killer machine raised its paw and brought it down for a decisive blow.

"Applejack!" Twilight cried and rushed towards the battle, her horn aglow with magical power.

All at once, Applejack expertly flipped to her forehooves and kicked her hind legs up at the bear in blur of movement. The speed and power of her hooves shattered the metallic paw in a shower of crumpled iron bits. With its balance disrupted from the failed attack, the bear continued to fall forwards and right into a final, powerful buck. With a shriek of torn metal, the head flew off the main body, arching through the air to land at the hooves of two very dumbstruck unicorns.

"Ha! Pummeled you but good!" Applejack crowed. Her good cheer ended when the headless mechanical bear suddenly lunged forward with its remaining paw, catching her completely off guard and slamming her into the ground. Applejack lay prone and unmoving, even as the damaged but still dangerous machine moved to deliver the final blow.

The sound of furiously beating wings filled the air, followed by a screech of metal striking against metal. The next moment, a cleanly severed paw fell to the ground, followed by a blue pegasus.

"By the sun, I'm awesome," Rainbow Dash said through the dagger clenched in her teeth. "I leave you guys alone for just a little while and what do you do? You try to hog all the fun." Behind her, she heard Stardust running up and tending to Applejack's wounds, allowing Rainbow to concentrate on the amputated bear in front of her.

Without its limbs or head, the machine could only flail helplessly on the ground. Rainbow kept her distance regardless since one lucky roll could crush her under its weight. Just as she began to plan a avenue of attack, a stream of fire struck the remains of the bear, burning through the outside panels and melting its sensitive inner parts within seconds. The machine gave a few more twitches before finally remaining still.

Rainbow Dash looked over to the source of the blaze to see Twilight Sparkle's horn dim as the unicorn herself let out a small sigh. "At least it wasn't something living." She turned to Rainbow and gave her a delighted smile. "Rainbow! I'm so glad you're—"

A hurled dragon collided with Twilight, sending her and Spike into a heap of bodies in the middle of the campsite. Twilight and Spike groaned in pain and disorientation, with Spike slowly pointing a claw towards the other end of the camp. "I hate to... break up the... reunion, but there's still one left!"

The other bear, seemingly unharmed with its fight with Spike, stomped towards the fallen pony and dragon.

"Kill them!" Flam roared from his position up the hill. "Make sure none of them get away!"

"Let's hope it comes back in one piece, brother of mine," Flim said. "The Empire won't give us two slim gil if we don't bring back a working prototype."

"So that's what you two dunderheads were up to."

Flim and Flam jerked in surprise and slowly turned their heads to look behind them. A middle aged donkey stood before them with large backpack strapped to his back. He shook his head at the two, a frown of disappointment on his face. "I shoulda known you would sell me out. Should have kicked you to the curb the moment I saw you."

"Cranky!" The twins exclaimed and held up their hooves. "We can explain!"

"I'm not interested in hearing your excuses. But, there is one thing I'd like you to do for me."

"Anything! You just name it!"

Cranky Doodle Donkey lowered a black visor that had been perched on his head over his eyes. A compartment from his backpack opened and a steel rod with a light bulb attached at the end extended upwards. "Say cheese." A flash brighter than the sun flared from the bulb, illuminating the entire valley as though it were daytime. Flim and Flam recoiled as though physically struck, screaming in pain as they held their hooves to their burning eyes. "Do it now, Big Mac!"

Within the camp, the remaining mechanical bear was busy trying to knock Rainbow Dash out of the sky with powerful swipes of its claws. The pegasus had quickly moved to engage it before it could attack her fallen companions and had settled into a game of keep away, waiting for her chance to strike back. Just a few more moves and...

A sound that could only be described as a drunken gigatoad trying to hit the high note of "Aria Di Mezzo Carattere" filled the area. Every being within a two mile radius cried out in anguish and covered their ears with whatever appendages were available to them. The robot bear itself wasn't unaffected. It swayed from side to side as if intoxicated and its head twitched sporadically.

"Get down!"

Despite being half-deaf and feeling the insides of her head rattling like gil in a purse, Rainbow Dash heard the command and flattened herself to the ground. The moment she did, a stream of arrows shot out from across the valley and impacted the bear in multiple spots. The arrows slipped through openings all over the bear's metal shell, hitting vital components and clogging up gears. The bear staggered as it tried to regain its balance, only for a second wave of arrows to strike it again. One of the darts dug deep within the construct, impacting against a large red gem located in the center of the beast and shattered it instantly. The mechanical ursa lurched one final time before collapsing to the ground.

Slowly, the group made their way to a standing position, groaning from the pains of battle—which now included headaches. It wasn't until Applejack shook her head to clear it of any lingering grogginess that she noticed the new figure heading their way, a crossbow and speaker system strapped to his back.

"Big brother!"

That was the only warning before Applejack sprang forward and engulfed the large, red stallion in a hug. Her smile stretched from ear to ear and somehow grew larger when a hoof from the stallion reached around and returned the hug.

"Nice seeing ya again, AJ."

The two remained that way for several moments and none present had the will to interrupt them. Finally, the two parted and looked over each other appraisingly.

"You've gotten bigger, Big Macintosh."

"Eeyup."

A sniffle off to the side alerted them that they had an audience. Applejack turned and smirked as Rainbow Dash hastily rubbed at her eyes.

"I'm not crying! I'm not crying!"

Applejack fought hard to keep from laughing... for about two seconds.

Soon, everyone joined in, their pains and worries all washing away to enjoy the moment.

Their merriment came to an abrupt end from two angry voices.

"This isn't the end, Big Mac!"

"We'll be back!"

With that, Flim and Flam rushed off, stumbling over their hooves from being half-blind, in a hurry to get away.

Cranky briefly watched them go before shaking his head and heading towards the others. "Good for nothing slackers," he grumbled. When he reached the group his eyes looked over Applejack and nodded his head. "Been a while since I've last seen you, lass. You've grown."

"Shouldn't we be after them?" Big Macintosh asked, tilting his head towards where Flim and Flam had run off to.

"Nah, let them go. They won't be a problem for anypony anymore."

"How so?" Rainbow Dash spoke up.

"Big Mac and I were looking for those jokers' base. Now that we have we can destroy it and end their experiments. Speakin' of which, we better get a move on."

"Eeyup," Big Macintosh agreed.

"Can we help?" Applejack asked.

"Sure, kid," Cranky said, placing down his pack and rummaging around until he pulled out a half-dozen metallic red cylinders. "Set these up over next to those generators then hide behind those rocks up there. Got it?"

"Yes sir!"

Within minutes, all the cylinders were in place and when the ponies, dragon and chocobo were safe behind the boulders, Cranky attached a string connected to a plunger to each cylinder before hiding behind his own rock. With a cry of, "Fire in the hole!" he shoved the plunger down. A series of explosions rocked the camp, obliterating everything and sending shrapnel flying in every direction. The spotlights used to illuminate the area snuffed out, leaving the moon above the sole source of light. Once the rain of deadly projectiles stopped falling, everyone came out of the protective spots and gaped at the destruction. All that was left of the camp were a few pieces of twisted scrap metal and potholes with everything else having been blown to bits.

Spike whistled appreciatively. "Wow! What was that stuff you used?"

"Dynamite," Cranky said as he started packing up his equipment. "Got a nice kick to it, don't it?" He finished putting his things away and turned towards the group. "Gotta thank ya for helping with those two. I doubt we'll be seeing those nincompoops anytime soon.

"If you're headed to that Returners hideout, just follow the path over there and it'll take you out of the mountain. Head north and you'll be there in time for breakfast."

Applejack tipped her hat to him. "Much obliged, Mr. Doodle."

"Cranky's fine."

"Cranky then. Thanks for your help." She looked up at Big Macintosh standing next to her, a longing in her eyes. "Big Mac. Ah'm so happy I could see you again and that you're doin' well. Didja find anything 'bout our parents?"

Big Macintosh shook his head sadly. "Nope."

"Well, shoot. So, what are you gonna do now? It-it would be nice... if ya could... you know... come with us..."

The stallion blinked. "You... want me to come with you?"

"Yes!" Applejack reached up and grabbed Big Macintosh by the shoulders, staring him directly in the eyes. "Big Mac, we could really use your help. Sweet Apple Acres was just attacked by the Empire and... and Ah missed you..."

Big Macintosh gently lowered Applejack back to the ground and looked away. "Well, to be honest, Ah have been thinking of comin' back, but..."

Cranky held up a hoof to forestall any further awkwardness. "Mac, you go on with them. There really isn't anymore for me to teach you. Hay, the auto-crossbow and the noise blaster were your ideas to begin with. And you've been antsy these past few weeks which is very unlike you. There's no sense in wasting time with an old fogey like me when you've got the knowhow to make a difference."

The stallion thought over Cranky's words. Finally, he said all that he needed to say. "Eeyup."

Cranky nodded and gave a small smile. "Now you kids get a move on. I've got to get back to Matilda before she gets all worried about me again." With that, the donkey trudged up the path towards the nearest cave entrance.

"Wait!" Rainbow Dash called out to him. "Don't you need help getting back?"

"Don't worry, kiddo," Cranky said. He tapped the pack strapped to his back. "I've got enough firepower stashed away here to blow a path straight to Fillygaro if I have to. Give those Impies a black eye for me, Mac!" A few steps more and he disappeared through the mountain entrance.

"Welp," Applejack said at length. "Ah guess that's that. C'mon y'all! Let's say we get off this here mountain and get to that base!"

A chorus of eager agreements met that statement. Gathering their supplies, the ponies, dragon and chocobo continued on with their journey.

.o.O.o.

"Okay, can we seriously stop to sleep yet?" Stardust asked, his head and wings drooping, his steps slow and heavy.

"But we're only a few hours away! Besides, I'm not tired," Twilight protested.

"Yeah, because you got to sleep for awhile, 'member?" Applejack yawned, struggling to keep her eyes open. "Sides, not to pick on ya, but ya didn't have to fight as long or hard as we did 'cause of your magic."

"All in favor of stopping to sleep?" Rainbow Dash asked.

"_Please!_"

"Sure as sugar, Dashie."

After a moment of silence, Twilight grinned, pointing out victoriously, "I guess we keep going then, since Big Mac and Spike didn't say anything—"

_***Snore***_

Twilight stopped, looking at her back to see a sleeping reptile, somehow curled up. "... Traitor."

"Great! Time to sleep," Stardust moaned, collapsing on a nearby patch of grass, fluffing his feathers as he fell asleep.

"Mind taking watch, Big Mac?" Applejack pleaded.

"Eenope."

A tired smile found its way onto Applejack's face as she hugged her brother goodnight with a simple, "Thanks."

"Eeyup."

The farm pony stepped away, offering a one last grateful smile, and trotted off to find a comfy spot to sleep. Big Macintosh watched her go until she had settled down, then turned to face the night and the creatures that lay within the darkness.

"Um, ah... mind if I... talk to you for a while?"

The stallion glanced down, seeing Twilight nervously paw at the ground while shooting him furtive glances.

"Eenope."

"Oh... good," Twilight said, her face brightening. "I'm not that sleepy so I... wanted to ask you a few things." She paused, as though waiting for a response. Several seconds passed. "So... those things you used back there. Are they your inventions?"

"Eeyup."

"That's nice! They really helped us out back there. Well, that noise machine really wasn't very nice to listen to. Oh! Sorry! I didn't mean to say it wasn't helpful! It was!" She abruptly stopped herself and looked away. "…You're not mad, are you?"

"Eenope."

Twilight breathed a sigh of relief. "Sorry. I just really thought those tools you have are really neat. Like that crossbow. I saw all those arrows stuck in that big bear thing when we were getting ready to blow the camp up. I don't think I've ever seen so many fired before. Of course, I may have... but I may have forgotten it too..." She trailed off, frowning at remembering her faulty memory. A moment later she shook her head, banishing her gloomy thoughts. "Anyway, did that donkey teach you how to make those things?"

"Eeyup."

"Have you made anything else?"

Big Macintosh didn't answer, continuing his stoic gaze over the darkened fields. He stood stock still, with no hint of him readying an answer to Twilight's question. The unicorn swallowed and lowered her head. "I'm annoying you, aren't I? Sorry... I... I'll just get some rest." She turned away from the stallion and headed towards where the others were laying.

"Wait."

Twilight halted mid-step, glancing sidelong at Big Macintosh.

"Pardon me, miss. Ah'm not much for words. I was listening, swear I was." He sighed and plucked a piece of grass from the ground and placed it between his teeth. The piece dangled from his mouth as he chewed on it absently. Despite the oddity, Twilight found that the action seemed to suit him. "If ya want, I'd like to ask you a few things, mahself."

"Really?" Twilight said. She sat back down besides him and gave him searching look. "You want to ask me stuff?"

"Sure do. You mind?"

"N-no! Please! Ask away!"

"Well, I was a might curious how you got those flames to shoot out like ya did. Never seen anythin' like it. How'd you do it? Gasoline and a nozzle?"

Twilight giggled softly. "Oh, no. Nothing like that. It's just magic."

Big Macintosh scrunched up his features. "Don't recall seein' any unicorn do that type of magic."

"Well, I'm not sure how to explain it. I can just... do it. Like this." Twilight held out a hoof and quickly chanted a few words that Big Macintosh didn't recognize. Her horn glowed red for a second before a small flicker of flame appeared on the tip of Twilight's outstretched hoof. "See? No tools necessary."

"By crickety..." Big Macintosh breathed out. He reached for the flame with a hoof but quickly drew it back when the heat became too much. "That's some weird hocus-pocus right there. Huh. Wonder if'in I could pull somethin' together to match it."

"Maybe," Twilight replied and extinguished the flame. "I'm sure you could figure something out."

"Have to think about it for a time." Big Macintosh smiled as the possibilities ran through his head. It would require further thinking but for now he resumed his vigil. "Thanks for showing me, Miss Twilight. You're somethin' special indeed."

Twilight thanked her lucky stars that the darkness of the night hid the blush forming on her muzzle. "T-thank you."

The pair fell into a companionable silence, with only the night bugs and cries of distant animals interrupting the tranquil quiet. A few minutes passed before Big Macintosh checked on his companion and smirked to find Twilight soundly asleep next to him. He carefully readjusted her cape over her exposed body, accidentally pulling too much and revealing her flank. He made to fix the position but stopped at seeing a starburst pattern adorning Twilight's rump. He quirked an eyebrow at the sight, but shrugged and covered it up.

"Hafta ask about that later," he reasoned. With a few more things to ponder, he continued his nightlong watch.

.o.O.o.

The sun rose into the eastern sky and its light shone down the group of determined travelers making their way through the valley beyond Mt. Colt. The night's sleep had done them all good, and the beautiful scenery of rolling plains and sparkling rivers kept their spirits high. Monsters steered clear of a such a large party of adventurers and those that mustered the courage to attack them were quickly taken down thanks to Big Macintosh's machinery.

Apparently, as long as they stood _behind_ the stallion's noise blaster, then their heads remained pleasantly unscrambled.

An hour past sunrise, the party finally came upon a lake with a grand waterfall pouring into it. Rainbow Dash trotted ahead and prepared her wings for takeoff. "You guys stay here for bit. I'll be right back." Before the others could ask what she was talking about, the pegasus flew straight for the waterfall and dove through the cascading water. Several minutes passed. Then, from out behind the waterfall, a pair of pegasi flew out and headed for them. The pair stopped just before Applejack and saluted.

"Applejack. We're glad that you could make it. Welcome to the Returners' hideout."


	9. In Which A Decision is Made

"Sorry about the mess," said the Returner pegasus. "Please, watch your step."

The inside of the Returners' hideout buzzed with activity as the ponies from Fillygaro were led through the well-lit caves. Ponies of every race, shape and color moved from one place to another, many carrying crates on their backs or issuing instructions. Even a few chocobos passed by, hauling heavier equipment to other parts of the base. All of them wore brown vests and leather hats, the outfits unifying the two groups of species.

"As you can see, things are pretty busy around here," the Returner continued. "We might not have done much yet but we're getting ready to make our move soon."

"Move?" Twilight asked.

"Against the Empire. War's coming and we need to act soon so that we can fight back."

"Oh." Twilight looked away, her shoulders drooping.

Applejack trotted up and gave the unicorn a nuzzle. "Something the matter, Twi?"

"No. It's nothing."

Applejack didn't look convinced but didn't press the issue. They traveled on in silence for another minute until the Returner led them to a room larger than any other they had passed through. In the center of the spacious cavern was a rectangular wooden table, long enough for a dozen ponies to stand around it. The Returner led them past it, to a set of stairs leading to a wooden door.

"Mayor Mare is there, in her office," The Returner said, nodding towards the door. "She's expecting you." He stepped aside, allowing the party to shuffle up the stairs and through the door.

On the other side was another cavern, though smaller than the last room. A desk and a few chairs were set up to allow guests with two bookshelves pressed up against the cave wall next to the desk. In front of the desk stood Rainbow Dash, talking with a tan earth pony with a grey mane and wearing red-rimmed glasses sitting on the other side.

"Mayor Mare!" Applejack called out. "We're here!"

"Applejack!" Mayor Mare said back. "I'm so glad you made it here safely. Rainbow here was just telling me about how much trouble you had just getting here."

"Yeah, we ran into some bad sorts but nothin' me and the others here couldn't handle."

"Impressive, I must say." Mayor Mare's gaze traveled over the gathered group before resting on Twilight. "Is that..."

Twilight stepped back from the intense stare the older pony gave her. It felt as though Mayor Mare could look right through her and see her inner thoughts. "Um... hi."

"Mayor, this here's Twilight Sparkle," Applejack said. "She's the one that can talk to espers."

"Among other things," Mayor Mare muttered. She stepped around her desk and came to stand before the nervous unicorn. "Our sources were able to intercept an Imperial carrier pigeon. It said that this single pony was able to fry fifty of the Empire's soldiers in three minutes."

"That's a lie!"

Mayor Mare fell back from Twilight's sudden outburst. Twilight bared her teeth and her horn glowed red, before a claw and hoof settled on her withers.

"Easy, Twilight," Spike said, patting her on the back. "It's okay."

"We know it wasn't yer fault," Applejack added, offering her own hoof. "You were under their control but it's over now. We're all friends here." The magic gathered around Twilight's horn remained steady, until, gradually, the glow faded, leaving Twilight to look away to hide the tears forming in her eyes. The farmer gave one final pat and turned back to a shaken Mayor Mare. "Mayor, she doesn't remember much, and what she does, she doesn't like. So please, give her some slack."

Mayor Mare eyed Twilight cautiously, slowly regaining her composure, before firming her features and walking back towards the unicorn with a calculated look. "I apologize. It was not my intent to bring up unpleasant memories; only to point out to the others just what we're dealing with."

"I trust her, Mayor," Applejack stated.

"So do I." Rainbow Dash rounded Mayor Mare to stand next to Twilight, her stance firm. "She may not look like much but she's got it where it counts."

Mayor Mare's eyes traveled from one pony to the next, meeting each of their gazes. She finally gave a nod of the head. "It seems you've managed to make some good friends in so short a time. That's good. It will make helping us easier on you."

Twilight's head shot up, her eyes widening. "Wha-what?!"

"What? Why are you surprised? That's why you came here, right?"

"I... I, um, well... I'm not sure."

"And what's that suppose to mean? You defected from the Empire, correct? What other choice is there but to join us?"

Twilight looked away with a heavy expression. "I... don't want to fight."

All the sound in the room vanished, save for the light breathing coming from everyone around her. The oppressive silence did nothing for Twilight's frayed nerves. However, she forced through her next words. "Fighting... is the most horrible thing I've ever seen. I don't want to be a part of that. I don't want to hurt anypony. I don't want to _kill_ anypony. Please, don't force me to."

Mayor Mare remained silent, letting Twilight's words sink in. At last, she sighed and said, "It's a shame you feel that way. Though, I suppose I can respect that. War is... well, it's war. And we're in for a doozy of one.

"Still, if there's anything you can do to help us, anything at all, then I please ask that you do so. The sooner the Empire is stopped, the fewer others have to die."

Mayor Mare turned and trotted back to her desk and to the pile of reports that awaited her. "Think it over. You all look as though you could use some rest. There will be a meeting later today so please take some time to relax. We'll discuss things further then."

"Much obliged, Mayor," Applejack said, tilting her hat towards the Returner leader. "C'mon, y'all. Let's get some grub and rest up." She herded the group out the door, leaving Mayor Mare alone with her work.

Once all the ponies and chocobo were gone, Mayor Mare took off her glasses and sighed. "I hope you come to the right decision, Twilight Sparkle. You may be our only hope."

o.O.o.

Fire burned everywhere. Houses. Trees.

Even ponies.

The air all around crackled and stung with flame and smoke. The streets were littered with debris and bodies, most of them slowly being burned away.

There was nowhere to run. There was nowhere to hide.

A pair of unicorns riding atop magitek armor stepped over the wreckage, searching for any stragglers trying to escape the blaze. One of them pivoted their machine towards their partner.

"Check down this block. Look for any citizens and order them to head to the detention camp. If any give you trouble, you have authorization to eliminate them. Move out."

Without a word, the second unicorn piloted her magitek armor down the street the first one had indicated. Only a few steps had been taken when she heard the first unicorn say, "Just a soulless machine. A tool to be used until it is no longer needed. Nothing more." The first unicorn paused while her machine lurched into action, lumbering down her own designated street. "Better her than me."

o.O.o.

Twilight awoke with a start, nearly falling out of the bed in which she lay. Her coat was covered in sweat and her breathing came in short, harsh gasps. She whipped her head from side to side as though expecting monsters to step out of the shadows and attack her. When nothing like that happened for several seconds, Twilight managed to calm down. She took a deep, shuddering breath and let it out slowly.

"Oh please let that be a bad dream," Twilight whispered within the darkness of her room. "Please, oh please..."

The unicorn remained still for a few more minutes, taking her time to relax and allow the memories from the dream to fade away. Giving one final sigh, Twilight climbed out of bed and levitated her cloak hanging from a nearby chair. She donned it and trotted for the door. Sleep wouldn't be coming back for her so it was time to walk around and think of what to do next.

The moment Twilight stepped out of her room, a cascade of movement and noise reached her ears. Ponies and chocobos everywhere were walking past, talking in groups or checking equipment. If anything, the caves of the Returners' hideout were busier than when she had fallen asleep.

"Hey! You're up!"

No sooner had Twilight turned her head at the familiar voice than Rainbow Dash rushed up to her with a large grin on her muzzle.

"So sleepyhead, did you make up your mind and decide to hook up with us? Huh? Huh? Huh?"

Twilight pulled away from the eager pegasus with a sheepish smile. "Um, sorry. Not yet. I'm still thinking it over."

"What's there to think about?" Rainbow asked, her grin quickly reversing into a frown. "You don't want there to be any more fighting and the best way is to join us so that we can stop it."

"Yes, but... isn't there another way? Do we _have_ to fight? Can't Mayor Mare talk to the Empire?"

Rainbow covered her muzzle with a hoof and groaned into it. "Twi, don't you think Mayor would have tried that if it would work? Let me tell ya, it won't work. The Empire is only interested in taking over the world." Rainbow's eyes narrowed and lost focus, as though reliving a memory that brought back only pain. "And they don't care who they have to hurt to do it. Talking to them will only give them the chance to blast us with their freaky magic." Her eyes suddenly widened and she waved her hooves frantically. "Not that you're a freak! I like you! You're cool!"

"... Thanks... I guess," Twilight responded. She turned and began walking down the cavern. "There's got to be another way, Rainbow. I... I've got to think about it some more."

"Don't think too hard!" Rainbow Dash called after her.

Alone once again, besides the constant traffic of Returners around her, Twilight tried to concentrate on the matter at hoof. There had to be a way for her to help without hurting anypony else, there just had to be. A whimper escaped Twilight's mouth as nothing came to mind and there wasn't much time left to think about it. Mayor Mare needed an answer: an answer she wasn't sure she could give.

Rounding a corner, Twilight caught sight of Spike and Big Macintosh fussing over something over a wooden table. Curious, Twilight headed over to them. "What are you two up to?"

"Hey, Twilight!" Spike greeted excitedly. "Look what Big Mac made for me. Check it out!" He pointed a claw at a spear laying on the table where Big Macintosh was currently tightening a bolt on it with a wrench in his teeth. The spear was not the simple piece of carved bone like his last one, but a metal lance. The point was much larger with bladed ends on each side, forming a partisan. The shaft of the lance appeared much sturdier with grips sized to fit Spike's claws. "This baby is going to really come in handy. I can't wait to try it out!"

"Eeyup," Big Macintosh said through his wrench.

Twilight watched Big Macintosh work. It was clear the red stallion loved to tinker with machines given the content expression on his face. A fine profession to get into for the benefit of ponykind.

If only he weren't working on a weapon.

Twilight bit her lower lip before hesitantly saying, "Um... Big Macintosh? Are... are you going to join the Returners?"

"Eeyup."

"Why?"

With one final tug, Big Macintosh finished tightening the bolt and pushed the finished spear over to Spike. The dragon eagerly grabbed it. "Thanks! I'm going to go practice with it right now!" With his new acquisition in claw, Spike ran off to find a training area.

"Just seemed like the right thing to do," Big Macintosh said as he began putting away his tools. "I want to see them stopped just as much as these ponies do. Reckon Ah can put my talents to good use here."

"But... aren't you afraid one of your inventions will... hurt somepony?" Twilight asked.

Big Macintosh paused in his cleanup and sighed. "Eeyup. Ah try not to think about it too much. But sometimes protectin' what matters to us means having to hurt others. An' right now, keepin' Fillygaro safe is what matters to me."

Twilight shook her head, huffing in frustration. "I don't have anything like that. Even with Rainbow Dash, Applejack and Spike, I don't think I could force myself to fight for their sake."

The stallion shrugged and finished cleaning up his work area. "You're a nice mare, Miss Sparkle. Ah suppose this type of place isn't for you." Big Macintosh shifted his tool case to his back and began walking away. "Iffin you decide not to join, Ah wouldn't hold it against ya. Good luck, Miss Sparkle."

She watched him go, frowning at not receiving the answer she sought. This whole situation was like nothing Twilight had ever experienced before. Perhaps remaining under the Empire's control, where all her decisions were made for her, would have made an easier life.

Twilight ruthlessly banished that thought from her head. That was no way to think. Escaping from the Empire had opened a whole new world for her and she would face it, no matter what choices she needed to make. She just hoped she made the right one.

With nopony to talk to, Twilight headed back to her room. This walk was suppose to clear her mind and make it easier for her to come up with the right decision, but now she felt more conflicted than ever. Everyone around her was sure they were doing the right thing by fighting the Empire and even had good reasons for doing it. But herself? What would she be fighting for? Her mind heavy, she finally reached her room and pushed open the door.

And nearly ran headlong into Applejack.

"Oh! Sorry there, sugarcube!" Applejack said, stepping aside to let a bewildered Twilight enter. "Ah was coming to check up on ya but you weren't around. I was just about to head out to look for ya. Good timin' Ah guess." She blinked at the downcast expression Twilight wore and asked, "You alright, hon?"

Twilight shook her head. It felt like she had been doing that a lot lately. "I don't know what to do, Applejack. Everyone here wants to fight the Empire but I can't bring myself to do it."

"Uh, why don't you get payback for controllin' you the way they were? Seems a good enough reason to me."

"But that's just it!" Twilight exclaimed, making Applejack step back. "I barely remember any of that! It's like it happened to a completely different pony and I'm just seeing it through their eyes. I know what they did was bad but I just don't feel... anything about it.

"How can I fight when my heart isn't into it?"

Applejack remained silent, trying to come up with the words that would help the unicorn through her dilemma. At last she said, "Ah don't know, Twi. I'm not sure what I can say that can help you. And I don't want to force you to make a choice you'd regret. That'd make me no better than the Empire."

"I feel so helpless," Twilight said, sinking to the floor and letting out a long breath. A moment later she felt a hoof on her back and she looked up to see Applejack smiling down at her.

"Twi, it's okay to feel that way. I've felt the same tryin' to keep Fillygaro runnin' for as long as I have while also working to keep the Empire out. Just keep sayin' to yerself that things will get better and one day they will. And don't go thinkin' that you're alone. You've got me, Dashie and Spike ta help ya when you need it. Okay?"

Before Twilight could respond, a knock came at the door. A pony Returner opened it and poked his head in. "I hope I'm not interrupting anything, but Mayor Mare wanted to see the unicorn."

Twilight sighed and heaved herself back to her hooves. She gave a grateful smile to Applejack and followed after the retreating Returner.

"Good luck, Twilight!" Applejack called to her. "Chin up!"

"Right," Twilight muttered.

She remained quiet for the rest of the trip to Mayor Mare's office. Once there, the Returner ushered her inside before leaving to attend to another duty. Mayor Mare was right where Twilight had last seen her, sitting at her desk and pouring over documents. "You wanted to see me?"

The earth pony looked up from her work and regarded Twilight for a few moments. Twilight fidgeted, growing uncomfortable with being stared at in such a way. "Yes, I wanted to show you something," Mayor Mare said at last. She motioned for Twilight to come closer and pushed a brown and crinkled piece of parchment towards her. "Read that and tell me what you think of it."

Twilight eyed Mayor Mare dubiously for a second, shrugged and looked over the parchment. It looked old, with ripped edges and smudged ink throughout the writing, obscuring some of the words. One side of the paper appeared to have been torn out of a book judging from the frayed edge. Twilight worried that just breathing on it would disintegrate it. Carefully, she leaned over the parchment and scanned through the words. It read:

_... periment was a succe... Master will be pleased with... can't wait... show him. A few more te... will have... for the war. Our for... enemies' best efforts. As long as the wielder... rd will be without... port more as I continue..._

_~... over... er~_

Twilight looked up once she had finished. "It looks like some kind of research report. When is it from?"

"Well, we don't have anypony that specializes in dating things like that," Mayor Mare began, "but our best guess is sometime during the War of the Magi."

Twilight cocked her head. "War... of the Magi?"

"Yes, a terrible war that happened a thousand years ago. Not much is known about it and what we do know comes from documents like that. Just about anything from that time has been lost or destroyed. I'm not even sure who wrote that paper."

"Why did you show it to me?"

"I have a few more pieces like that which talk about espers. I was hoping that you might have some insight on them."

"Really?!" Twilight squeed, her eyes sparkling in anticipation. "Can I see them?"

"No."

The unicorn blinked and her ears laid back. "Um... why?"

"Because they are very sensitive and contain valuable information that can't be shared with anypony that isn't a Returner."

"Oh. I see." Twilight stepped away from the desk and closed her eyes.

"I'm sorry to do this to you, Twilight Sparkle, but I can't risk these secrets getting into the Empire's hooves. I showed you that one in good faith. To see the others, I'll need you to swear allegiance to us."

The unicorn scuffed her hoof against the ground and opened her eyes. A forlorn look crossed her features as she gazed at the sheet of paper from a time long gone by and the promise of more. Answers that she desperately wanted could be found in the files that Mayor Mare possessed, information that could shed light on why she had the powers that she did.

All she had to do was say—

"I... can't."

Twilight lowered her head, unwilling to see the Returner leader's reaction. When she didn't hear anything for a full minute, Twilight dared to glance up. Mayor Mare remained as Twilight last saw her, with her head resting on crossed forelegs. She just stared back at Twilight, her expression betraying nothing of what was going on in her mind.

Mayor Mare reached up and removed her glasses and sighed. "You're sure about this?"

Twilight looked away again. She slowly nodded.

"I see. This is... disappointing. But I will respect your decision. I need to head to my meeting but once it's over, we'll see to getting you moved someplace safe. If you'll excuse me." Mayor Mare placed her glasses back on and gathered up some papers on her desk. She then headed for the door, not once looking Twilight's way.

"Wait."

Mayor Mare stopped. She tilted her head towards the unicorn and waited.

"There's... something I could help you with. But once that's done that's it. I'm only offering because I'm curious myself."

"What are you getting at?" Mayor Mare asked, some irritation creeping into her voice.

"The esper in Neighshe. I want to try to talk to it again. It may tell me something about myself. Once I've woken it up I'll ask it to help you. Is that okay?"

Mayor Mare faced Twilight fully and gave a grateful smile. "Thank you, Twilight Sparkle. That would help us tremendously." She gestured towards the door with a hoof. "Why don't you join us? I'd like to tell everyone the news."

"Okay."

Both ponies exited the office and into the main conference room. The room was already filled to capacity with ponies and chocobos talking excitedly with each other and milling about. Rainbow Dash, Applejack, Spike and Big Macintosh all stood together on one side of the conference table, their expressions ranging from bored to expectant. Twilight caught sight of Stardust conversing with a few chocobos in the back though she couldn't tell what they were talking about. Mayor Mare reached the end of the table and cleared her throat.

"Everyone? Can I have your attention? I'd like to get this meeting started." The gathered Returners gradually quieted down and waited expectantly. "Good. Now, before I begin, let me thank our new members for joining our cause. We are all grateful for your help. I'd also like to thank Twilight Sparkle for agreeing to help us in some capacity. But!" Mayor Mare held up a hoof, interrupting the questions she could see some of her members were ready to ask. "We'll get to that later. First, I'd like to present our latest findings in the Empire's magitek power. Raindrops? If you please."

Mayor Mare stepped aside to allow a yellow coated pegasus with a green mane to take her place. "Ahem. Thanks to the efforts of some of our undercover agents—"

"Which is just me!" Rainbow Dash yelled out.

"And if you'd be less picky about who we recruit, you wouldn't _be_ the only one!"

"Hey, this job is only for the best. And we all know—"

"Ladies!" Mayor Mare interrupted the bickering. "_If_ you would be so kind as to stay on topic."

"Sorry," Raindrops muttered and forced herself to look away from Rainbow Dash. "Anyway, we've found that some of the greatest and brightest minds in the world are being forced by the Empire to study espers. And we all know that the Empire if very interested in getting the esper found in Neighshe. Given this, I don't think it's too much of a stretch to believe that espers and magitek are somehow connected."

"Indeed," Mayor Mare said, reclaiming her spot at the table. "And from the artifacts and documents that we ourselves have been able to find, it's looking more and more clear that the Empire is on the cusp of restarting the War of the Magi."

Shocked looks and disbelieving conversations immediately broke out.

"This is insane!"

"You can't be serious."

"The war that nearly destroyed us all..."

"Would the Empire really go that far?"

Mayor Mare rapped her hoof smartly against the table. "Everyone! Everyone! Settle down. I know this is not easy to hear, but that's what we need to deal with.

"Unfortunately, if this is all true and the Empire has access to espers to create their weapons, then that means the only way to stop them is to create our own magitek weapons. This means we need to find our own esper." The Returner leader pointed at the pony that had remained silent besides her. "This is where Twilight Sparkle comes in. She has agreed to talk with the esper in Neighshe and try to convince it to help us. Once we have that esper on our side, we stand a chance of stopping this war before it can begin."

"Alright, Twi!" Rainbow Dash cheered, thrusting a hoof into the air. "I knew you wouldn't let us down!" Twilight sheepishly smiled back at the pegasus.

Applejack raised a hoof and spoke up, "Do ya think that's a good idea to wake that thing up? Who knows what it will do when it does."

"I understand, Applejack," Mayor Mare said. "We're dealing with forces that nopony has dealt with for hundreds of years. But I think with Twilight's help, we'll be able to get this to work. Now, I'd like to next speak abou—"

***CRASH***

All heads turned towards the noise of falling equipment coming from a tunnel connected to the conference room. Two Returners rushed out with weapons drawn while three others surrounded the entrance, ready to defend against any hostile threats that came through. Others in the room also prepared themselves, ushering anyone unfit for battle towards the back. Moments later, the two Returners came back carrying a pony on their backs.

"Ma'am!" one of them called out. "Urgent news! You need to hear this!"

Mayor Mare made her way through the crowd, coming before the pony that the others had brought in. The pony wore the standard Returner garb but what drew her attention were the deep gashes spread across the pony's body, each dripping blood onto the floor. One eye was completely swollen over and his breath came in short gasps.

"Mayor..." the dying pony struggled to say. "Report... from South Fillygaro. The Empire... took it... Coming this way..." The pony coughed, spitting up blood, and took his last breath.

Mayor Mare dipped her head and gave a moment of silence for her fallen comrade. She looked to the two that had carried him and said, "See to it he receives a proper burial." She turned to the rest of the Returners. "We've been found out! We haven't a moment to lose! Everyone, gather what you can and destroy the rest. Head to Neighshe through the Lete River. Move!

"Rainbow Dash!"

In a blur of prismatic color, Rainbow Dash appeared before Mayor Mare and saluted smartly. "Yes, ma'am!"

"I need you to run interference. Go back to South Fillygaro and do what you can to slow the Empire down. Anything you can do so that we have more time to get away may make the difference. You up for it?"

Rainbow Dash grinned. "Is a raincloud wet? I'm on it!" No sooner had the words left her mouth that Rainbow Dash streaked out of the cave, leaving a rainbow trail in her wake.

"Everyone else, to the rafts!"

o.O.o.

"Are you sure there's no other way?" Twilight Sparkle asked, casting nervous glances at the rushing water crashing against the raft all around her. She stood in the very center of the wooden raft with Applejack and Big Macintosh piloting it with long sticks on either side. The flow of the river was very strong, pushing the raft at speeds Twilight would have prefered not to experience. High craggy cliffs, slowly cut over centuries by the same water that passed under her, boxed in the river leaving only a thin strip of sky visible. "Like... mountains? I handled the last mountain pretty well."

"There are a few paths that lead through the mountains towards Neighshe," Mayor Mare explained, standing next to Twilight. "But those paths have become unusable through plant overgrowth and landslides. Only chocobos can make it through now."

"So that's why you sent the chocobos that way and not with us?" Twilight looked further down the river. Ahead of her, four other rafts carrying Returners were navigating the rapids. None of them carried any chocobos.

"One reason, anyway. Mostly because chocobos don't take well to rivers like these. At least, not the ones I've met."

"I see." Twilight cast a quick glance behind her and to the empty spot on her back where Spike normally sat. The dragon had decided to travel with Stardust and the other chocobos rather than brave the rapids. Something about how fire breathing dragons and water just didn't mix. Even though she had only known Spike for a short time, she had grown accustomed to him riding her and already missed his presence.

"Don't worry," Mayor Mare said and patted Twilight's back. "We've navigated these waters several times for just such an emergency. Really, the only thing we have to worry about are—"

"Monsters!"

The cry came from one of the rafts further down. A green octopus with a grey carapace attached to its back clung to the side, swiping its tentacles at any pony nearby. On the opposite end, a red crab-like creature clawed aboard and attacked with its pincers.

"We have to help them!" Twilight cried. Her horn glowed red and she reared up to fling her spell. She nearly choked on her building chant when Mayor Mare rushed in front of her.

"Easy there, Twilight Sparkle!" the earth pony said, waving her forehooves in a placating manner. "No need to get so worked up! My members are plenty capable of handling a few monsters on their own. See?"

Twilight followed Mayor Mare's hoof pointing towards the growing scuffle. The Returner ponies were already bucking the crab over the side and back into the river. Another sliced off two tentacles from the flailing octopus with a sword before stabbing forward and impaling the monster in its soft flesh between its shell. The octopus gave one last shudder and collapsed on the raft. One shove from the pony later and the dead monster slid into the rushing waters.

"See? Nothing to get yourself worked over."

"Incoming!"

The warning cry came from Applejack, a moment before she tackled Mayor Mare away from sharp claws descending from above. An ear piercing shriek followed as a blue reptilian creature with large leathery wings flew past. The pterodactyl-like creature dove into the water and came back out moments later carrying the carcase of the slain octopus. The monster rose into the air and flew off with its new meal.

"Landsakes, this here river is more crowded than a Apple family reunion," Applejack stated.

"Just keep an eye out," Mayor Mare said, running a hoof through her frazzled mane. "Just a little longer and we'll be there."

"Is that a turn comin' up ahead?" Applejack pointed down the river where a fork in the flow was quickly approaching.

"Yes, we need to take the left river. You and Big Macintosh get ready—"

"By the sun, what is that?!"

A Returner on the first raft pointed towards the right fork in the river. A long, snake-like shadow swam against the current, heading straight for the rafts. The ponies gathered their weapons and prepared to strike. They didn't have to wait long as the figure beneath the water burst out, towering above them by more than six ponies in height.

"OHHHH! This place is marvelous! The flow against my scales, the delicious cuisine and the fabulous weather! It's everything I've ever wanted. I am soooooooo going to love it here!"

The ponies gave a collective blink and their jaws dropped at the sight of a purple sea serpent with exquisite orange hair and a fashionable mustache preening before them. The sea serpent continued to gush about how wonderful the river was and how much fun it was going to be to spruce the place up.

"Kill it!"

The sudden yell from one of the Returners shocked the ponies back into action. The Lete River's unrelenting flow carried them closer allowing one Returner to throw a knife at the sea serpent's head. The knife's blade glittered in the sun, catching the sea serpent's attention. His movement brought his head in-line with the whirling blade.

***SLICE***

"Nnnnnoooooooooo!"

Time seemed to slow down as everypony watched as half of the orange-haired mustache floated through the air. It drifted elegantly and forlornly, like a severed flag from a parapet. Then, time sped up again as the severed mustache touched the water and was washed away.

"Oh, you brute!" the sea serpent wailed. "Why would you do such a thing?! My beautiful mustache!" The sea serpent made to lunge at the raft that carried the pony that had ruined his perfectly coiffed hair but the raft had already passed by him and floated down the left fork. "Come back here and answer for what you've done!" The sea serpent lashed his tail, creating a wave that washed over the remaining Returners, soaking them completely. The sea serpent continued to flail and cry, bemoaning the horrid world that would cause such a disaster against fabulosity, and churned up the waters of the river to dangerous levels. Such was the force of his rampaging that the remaining rafts were pushed back and unable to drift by.

"We gotta calm that bucking bronco down!" Applejack yelled above the din of crashing water. "Or he's going to flip us over and into the water! Big Mac, can you get a shot off?"

"EENOPE!" the red stallion blurted out. Big Macintosh was having trouble staying upright against the rocking raft, much less unhooking his auto crossbow and trying to shoot with it.

A wave knocked against the raft, sending Twilight barreling into Applejack. The earth pony grunted, heaved the two back towards the center, and kept a firm grip against the unicorn. "Twi! Ah've got an idea but you've got to trust me! Alright?"

"Okay!" Twilight answered back, clinging to Applejack desperately. "Just make this stop!"

"Fire your magic at his other whisker! Now!"

With a thought, Twilight charged up her horn and fired off a stream of flame towards the upset sea serpent. The fire struck true, searing off the other mustache and leaving only a burnt tuft of hair left.

"You did it again!" the sea serpent cried and wept at the injustice of it all.

"Now hold on there, partner!" Applejack shouted to him, gaining his attention. "I was jest helpin' ya, ya hear? Now both sides are even so it don't look so bad. It'll even out when it grows back. Promise!" The sea serpent stared at her, too stunned to move. The river calmed down and the rafts floated by him and towards the left fork.

Suddenly, the sea serpent reached forward and grabbed Applejack up with a claw. "Oh, you think you're so smart, huh? Well, what do you think of this?!" With a mighty throw, the sea serpent chucked the farm pony down the right fork where she washed away and out of sight within seconds.

"APPLEJACK!"

The sounds of Twilight Sparkle, Big Macintosh and Mayor Mare's cries drowned out as their raft continued on in the other direction.

Now alone, the sea serpent huffed and fingered what remained of his mustache between two talons. "Oh, what a world. And this place came so highly recommended. I suppose I'll try warmer waters next." Wiping the tears from his eyes at the loss of such wondrous hair, the sea serpent dove under the water and swam away.


	10. Wherein We Start With the Longest Quest

On a sandy beach where the Lete River met the blue ocean lay an unconscious earth pony. The cool breeze gently fluttered the hairs on her blonde tail while the water lapped at her toned hindlegs. A few seagulls landed next to the orange mare and curiously pecked at the stray strands of hair that fell out of the brown Stetson hat that had somehow managed to stay in place during the pony's journey. The seagulls continued to peck at her mane, growing more and more bold as they pecked closer and closer to her head.

Without warning, Applejack shot to her hooves and lashed out at the birds surrounding her. "Scram, you flying varmints! Mah mane ain't no worms, ya hear?" The seagulls shrieked in surprise and flew away in a frenzy of feathers.

Once all the birds were gone, Applejack shook herself like a dog, shaking off as much water and sand as she could. Seconds later she took stock of her surroundings. The wide open ocean lay before her in one direction and plains that stretched as far as her eyes could see lay in the other. The river that had brought her here poured hard and fast into the open waters. Following its source revealed that the flow came from between two steep, high cliffs.

Applejack sighed. There was no way she'd be able to go back the way she came. That meant crossing the plains and hoping a settlement could be found that would lead her to Neighshe. Figuring that there was no sense in wasting time, Applejack stretched out her legs and then galloped off towards the east.

.o.O.o.

"Landsakes! There ain't nothin' out this way except monsters, plains and more monsters!"

A crushing kick impacted against the head of a beakor—an ostrich-like bird with feathers that drooped over its frame as though it were draped in seaweed—and fell to the ground in a heap. It gave a pitiful whine before closing its eyes and remaining still. Applejack didn't stay to admire her hoofwork as she ran off before another set of monsters popped up to ambush her. The tall grass of the plains made it nearly impossible to spot upcoming dangers until she was nearly on top of them. Bites and scratches covered her body from when she had stumbled on a pack of stray cats and the nasty little things had fought like demons to protect their den. Needless to say, Applejack was more than ready to quit this place.

Gazing ahead, the displaced earth pony spotted a structure sticking up from the endless green around her and gave a whoop. Applejack doubled her speed, racing for the house and her possible salvation or at least a chance to rest for a while. The latter sounded especially good to her right now.

With a final push of her hindlegs, Applejack burst through the grass and into an open field—

—and slammed headfirst into a stone well.

A pained groan escaped from Applejack's mouth as she slid down the unyielding surface until she laid splayed out on the ground.

"My goodness. That certainly looked painful."

Slowly and wearily, Applejack opened her eyes to stare up at the source of the voice.

A purple face with blank blue eyes stared back at her.

"Holy horseapples!" Applejack shrieked. All her pains and grogginess vanished in an instant as she sprang to her hooves and kicked out against the strange creature standing before her.

With surprising nimbleness, the creature jumped back and out of range of the attack. "What's the big idea?! How dare you attack me!"

Applejack shook her head, clearing her senses and managed to get a good look at her opponent. The figure was a pony but a purple jumpsuit completely covered its body. A purple cape, wide-brimmed hat, black wrapping around its hooves and a black mask with two blue eyepieces completed the ensemble. It was impossible to tell whether the pony was an earth pony, unicorn or pegasus. The only think Applejack could tell, given the light voice and small size of the figure, was that she was a mare.

Applejack eyed the masked pony warily and asked, "And who might you be?"

The figure scoffed, a high pitched sound that Applejack had heard coming from one of the rich snobs from Jidhoof once. "I can't believe I'm hearing this," the mystery pony said. "Haven't you ever heard of the Mysterious Mare Do Well?"

"Mare Do Well?" Applejack repeated. "Can't say that Ah—" She stopped herself, her jaw hanging open and her eyes widening. "Wait. I _do_ know ya! You're that weirdo that goes around selling yourself to the highest bidder!"

"You make me sound like some cheap harlot."

"Ain't that what you are?"

"Absolutely not! I am a very expensive harlot!"

Applejack wasn't sure how to respond to that. "Right..." She turned away from the costumed pony and took stock of her surroundings. The stone well she was acutely aware of and beyond that lay the house she had seen on her way here. It was a simple wooden building with a shingled roof and stone chimney. Two vegetable gardens could be seen behind the house, each looking as though neither had been attended to properly for some time. Nothing else of interest could be seen so Applejack rested her gaze on the only other sentient being nearby. "So, um, any idea how I can get to Neighshe from here?"

"Neighshe?" Mare Do Well asked, a small peel of laughter following her statement. "You must be joking."

"Ah ain't. I have friends waitin' for me there and I need to get there as soon as possible."

Mare Do Well shook her head. "Honey, I don't think you realize just where you are. You're on the eastern side of the continent. The nearest civilization is Domare to the south and last I heard no ships are going there. Especially now that the Empire is laying siege there."

"So it's true then," Applejack sighed and stomped the ground. "They've been our best supporter and now the Empire's going to crush them to get to us."

"What are you talking about?"

"Nothin'. Is there no way to get to the west?"

The caped pony seemed to mull the question over. "A landslide cut off the path that I took to get here from Nikhay but there may still be a way to get to there. You'll have to go further south though, past Domare. If you can reach Nikhay there should be ships still sailing out that can take you to Neighshe."

"Shucks. That's quite the round trip. Well, Ah better get a move on then. Thanks for the help." Applejack made to move but stopped when Mare Do Well stepped in front of her.

"Dear, you can't be thinking of heading off on your own. You look like a wreck as it is."

Applejack snorted and moved around the other pony. "Thanks for the concern but Ah've got no time worryin' about that. Time's a-wastin' and Ah'm going to be late as it is."

"Need a hoof?"

The farmer eyed Mare Do Well skeptically. "You wanna help me?"

"I'm on my way to Domare myself. There should be plenty of opportunities for me to offer my services to the poor ponies there. Traveling alone is never much fun and two sets of hooves are better than one. What do you say?"

Applejack still didn't look convinced. "And what can you do ta help?"

Mare Do Well sauntered away. Applejack had the strange impression that if the pony's mane wasn't concealed by the mask, Mare Do Well would have flipped it in derision. "Come with me and find out."

"Give me one good reason to."

Suddenly, the door to the house burst open and a blue mare with a wild grey mane jumped out. "You there! If you're not here to fix that stupid lawn mower out back, get off my property!"

"Reason enough!" Applejack yelped and ran after the masked mare.

.o.O.o.

"What do you think of my new duds?"

"Other than they are the most garish things I've ever seen? Really, you have no sense of style."

"Comin' from somepony dressed in pajamas."

"My costume is not pajamas! I designed it to be a terror that dashes into the night. I am the mare that makes grown stallions quake in their horseshoes! I am Mare Do Well!"

"Yeah, yeah, whatever." Applejack waved off Mare Do Well's speech and inspected her new horseshoes adorning her hooves. The dull grey metal glistened in the sun and their sturdiness were a blessing through the long trek of the plains. Simple workhorse hoofwear but they certainly did their job. And bucking monsters in the head became its own sport! She couldn't wait to tell Rainbow Dash about the three-hundred yard punt that she gave to a rampaging rhobite.

"Really, I can't believe you spent your money with that chocobo on those and... that." Mare Do Well pointed a hoof at the lasso looped around Applejack's neck.

The earth pony smirked and grabbed the end of the rope in her teeth. A quick flick of her head sent the lasso into the air where Applejack expertly twirled it above her in greater and greater circles. "Hey," Applejack said through the rope. "Ya never know when a little rope will come in handy."

"If you say so."

The two traveling mares grew silent after that exchange, content with their own thoughts as they moved further south. They passed several farms on their way and many ponies working in their fields but didn't stop to visit. The brief encounter they had with the traveling merchant chocobo allowed them to stock up on supplies and gear, enough to get them to Domare. Both ponies were anxious to arrive for their own reasons, leaving no time to dawdle and chat with the locals. Still, even with the decent pace they were setting, nightfall came before they had reached Domare lands and were forced to make camp. Mare Do Well had come prepared and produced a tent for them to sleep in from her saddlebags, although the method in which the vigilante set it up raised Applejack's eyebrow.

"So you're a unicorn," the farmer stated upon witnessing the sparkling blue magical aura surrounding the white tent canvas and retractable support poles.

"Why, yes," Mare Do Well responded as she thrust the poles into the ground and draped the canvas over them. "Is that a problem?"

"Nah, jest making an observation. I'm more curious as to why your tent's white. Doesn't seem to match your costume very much."

"Well, my outfit is best worn when I'm on assignment and helps me blend in during the night. However, I have a fondness for the purity of white, so allow me my indulgences."

Applejack shrugged. "If you say so. Ah do appreciate a roof over my head in case it rains, so thank ya kindly."

Mare Do Well stopped her work, her magic dissipating from the tent and craned her neck around to stare at Applejack's hooves. "You are not stepping in here with those muddy things."

Applejack blinked and followed the other pony's gaze. "Wha? These?" She held up a forehoof and the dirtied horseshoe attached to it. "Ah can't exactly just take 'em off. Besides, a little mud ain't gonna hurt your tent."

Mare Do Well shook her head. "My tent. My rules." She turned away and resumed her work. "Go find a stream or something to wash up. Otherwise, you aren't stepping one hoof in this."

"Oh, c'mon! We're outdoors! How the hay am Ah suppose to keep dirt offa me?"

"Find a way."

A low growl emanated from the back of Applejack's throat as she sat back on her haunches and raised a forehoof to her mouth. "Fine. How about this?" She pursed her lips and spat over the horseshoe and rubbed it against the other forehoof. Once she was satisfied she presented them forward for Mare Do Well to see. "Now that's a spit-shine!"

"EWWW!"

"Not the reaction Ah was hoping for..."

.o.O.o.

"Stupid, fussy, clean-freak unicorn..." Applejack groused as she made her way back to the camp. Her hoovers dripped with water from a brief dip in a nearby stream, leaving a trail of droplets behind her. But, they were clean and so help her, if Mare Do Well didn't approve, then somepony would be getting a wallop that would end all discussions for the night.

By the time Applejack returned, the tent was set up and Mare Do Well sat in front of it on a blue quilt. The masked pony was busy trying to get a fire started with some dried sticks and grass collected nearby by striking two stones together with her magic. The pony seemed to be having a tough time of it, as no matter how many times Mare Do Well struck the stones, no spark could be produced.

"Hey, need some help there?" Applejack asked once she reached the camp.

"Not... necessary..." Mare Do Well answered, her voice strained. "I'll... have this... fire... up... momentarily."

"Maybe, but I'd like to be warm without havin' to wait for the sun ta come up." Picking up two rocks laying on the ground, Applejack smacked them together, producing a small spark that landed on the grass between the sticks and quickly lit a fire. With a satisfied smirk, Applejack tossed her rocks away and presented her hooves. "Barely even got mah hooves dirty. See?"

Mare Do Well turned her head at the earth pony, seemingly glaring at her through her mask. "Indeed." She tossed her own rocks away and settled herself on her quilt.

An uncomfortable silence fell upon the two ponies, each ignoring the other and concentrating on warming themselves up by the fire. After a few minutes, Applejack looked over at her companion. Mare Do Well seemed quite content with the quiet atmosphere, though it was hard to judge anything about the caped pony with her face covered up. Unable to stand the silence anymore, Applejack cleared her throat. "Ah, uh, um... was wonderin'... ah somethin'. Do ya mind?"

"What is it?" Mare Do Well said curtly.

"Well, Ah was just wonderin' why it is... you wear a mask and all."

"Hmph. Is that all? From the way you were stuttering, I thought you were going to ask me if I was into mares."

"Are ya?"

"No!"

"Sorry. But you brought it up."

Mare Do Well shook her head and groaned. "Honestly, I don't know why that's the first thing others ask of me. As if wearing a costume automatically makes me butch or something.

"Anyway, to get back on topic, I wear this fabulous outfit to protect myself. I do a lot of things for my employers that make other ponies, griffons, chocobos or whatever angry at me. I wouldn't be able to walk down the street without somepony that I offended seeing me and trying to end me. A girl likes to let her mane down and enjoy the simpler things in life from time to time without having to watch her back.

"Not to mention I get to look spectacular while wearing this."

Applejack nodded. "Okay. Sounds legit. Well, as legit as a pony wearing pajamas can get anyway. But... why do you do it? Money? Fame?"

"I have my reasons," Mare Do Well answered simply.

Applejack made to respond, but stopped herself. The way Mare Do Well said that made it clear that she wasn't going to elaborate further and the earth pony wasn't in the mood to try and force it out of her. Shrugging it off, Applejack opened her mouth to ask something else, but movement from behind Mare Do Well caught her attention. Jumping to her hooves she cried, "Watch out!" and dove forward.

Something white burst out underneath Mare Do Well's cape and attached itself to Applejack's face. The farmer only had a moment to wonder what it could be before the biting and scratching started. Applejack gave a strangled cry and ran around in a panic, bucking and shaking her body to dislodge the thing attacking her.

"Opalescence!"

The thing screeched once and sprang away from Applejack's face. The earth pony fell to the ground and held her scratched and bleeding muzzle in her hooves. She timidly peeked out through her hooves to see a white cat sashay towards Mare Do Well and sit next to her. The cat lifted her paws and licked off the blood coating her claws as though nothing had happened within the past minute.

"Wha... what in tarnation?"

"Opal, that's no way to treat a pony," Mare Do Well chastised the cat still grooming herself. "She was just being protective. Now, say you're sorry."

Opalescence hissed towards her newly bloodied victim before climbing atop Mare Do Well's cape and settled in for a nap.

"Opal says she's sorry."

Applejack let out a pained breath and gingerly dabbed at her fresh wounds. "What kinda beast do you have there?"

"This is my partner, Opalescence. She's been with me since I started. I wouldn't be here today if it weren't for her."

"Well, keep that fleabag away from me. Ah've had enough of cats today to fill a lifetime." With that, Applejack headed for the tent, giving Mare Do Well and her cat a wide berth. "I'm heading to bed. This day has been one disaster after another." She disappeared through the tent flap and minutes later there came the sound of light snoring.

"What do you think, Opal?" Mare Do Well asked the cat on her back. "Think it's worth our time traveling with this country pony?" Opalescence merely yawned in response. "I suppose we can put up with her for a little while longer. Once we reach Domare, I'm sure we'll be going our separate ways."

.o.O.o.

Noon the next day found Applejack and Mare Do Well climbing a grassy hill as they continued their journey south. According to Mare Do Well, on the other side of this hill marked the beginning of Domare lands. Applejack brushed a hoof across her face, wincing slightly as sweat rubbed into the scratches from last night, and rushed ahead of her companion to reach the top. Moments later she finished the ascent and stared out at the scene before her.

More grassy plains stretched out in the valley below but the sight that caught her attention was the Imperial camp set up like a patch of dead grass within a field of green.

The camp was massive, and by Applejack's quick estimate, around three thousand troops could be contained within. Platoons of ponies marched from one end of the camp to the next with more still running drills or checking equipment. The massive forms of magitek armor could be seen, sleeping giants against the tents surrounding them. Humming generators were hooked up to machines with claws the likes of which Applejack had never seen before and could only guess at their use. The growing activity could only mean that the attack against Domare was imminent.

Applejack heard Mare Do Well step up next to her but didn't acknowledge her presence. Her eyes were glued to the Empire's war machine.

"You look surprised," Mare Do Well commented, her gaze also upon the camp. "You knew this was coming. Why the long face?"

Swallowing to regain some moisture in her mouth, Applejack said, "I... I just never realized until now... what it is we're up against. The Empire... Ah knew they had the advantage, but this..." She hung her head and scuffed the ground with a hoof. "We need that esper's help more than ever. I can't see us winnin' without it."

"Esper?"

"It's a long story and Ah don't have time to explain it. We need to get past that camp. Have any ideas?"

"Hmm, I might. I was thinking of this very thing on the way here. Stay low and follow me." Mare Do Well trotted forward, keeping to the taller grass. Applejack gave one last look at the Empire camp before following.

Progress was slow and cumbersome but necessary in order to stay hidden. An hour went by and Applejack had no idea if they were getting closer or not. All she could focus on was keeping track of Mare Do Well's movements and signals. Stopping when the caped pony stopped and laying low when the other motioned for her to get down. How Mare Do Well was keeping themselves concealed when her outfit clashed with their surroundings so much was a mystery, but she seemed to know what she was doing, so Applejack was forced to trust her instincts.

Another hour later and Applejack's legs burned with having to keep them bent for so long. Just as she was about to ask that they stop for a rest, Mare Do Well halted and beckoned Applejack to come closer. After carefully creeping up to her, Applejack peered through the grass that Mare Do Well had parted before her. Less than a hundred hooves were between them and the outskirts of the camp.

"The soldiers wear those bulky suits of armor," Mare Do Well whispered. "If we can get ahold of a pair, then we can put them on and walk right on through."

"Trick is to get ahold of some without being seen," Applejack said back.

"Leave that to me."

"Huh? H-hey!" Before the earth pony could stop her, Mare Do Well hopped from their hiding spot and into plain sight. Applejack cursed the crazy pony and set herself to jump out and pull her back. She missed her chance as Mare Do Well pulled back the collar on her mask. Her hat kept Applejack from seeing the face underneath but she was in full view to a pair of soldiers walking by. They passed a tall wall of sandbags that removed them from sight of the rest of the camp.

"Yoohoo! You there! I was wondering if one of you fine stallions could help me?"

Applejack facehoofed. "_This_ is her plan?"

"I am so terribly lost and could use some help finding my way," Mare Do Well continued to say. "I have a map here so if you could just point me to where I need to go, I'd be eternally grateful."

Applejack heard some muttering, presumably from the soldiers, followed by two sets of hooves coming closer. Her body tensed, ready to spring into action and tackle one of the soldiers, but the opportunity was taken from her. The moment the two soldiers reached Mare Do Well, a series of sickening squelches were heard, followed by a muffled cry of pain and then two bodies falling to the ground. Seconds later, the dead armored ponies were dragged into the grass followed by a remasked Mare Do Well. A bloodied knife hovered over her head before being cleaned off by a rag and placed away under her cape.

"Quick, put their armor on and hide the bodies," Mare Do Well ordered. She began pulling off the helmet and armor covering one of the soldiers and affixed them over her costume.

Applejack just stared at the soldiers, noticing that their throats had been slit and were spilling blood onto the ground.

"Hurry!"

Mare Do Well's urgent hiss jolted Applejack into action and she began stripping the other soldier down. "Remind me never ta get on your bad side."

.o.O.o.

"Ah feel more exposed than a sheep without its wool."

"Don't be thinking that. You have to act as though you belong here. Besides, there's no sense in turning back now."

Applejack winced at those words, her head turning back and forth within the confines of an Imperial helmet. Everywhere she looked she was surrounded by the Empire's war machine. Ponies and even a few griffons moved past her as they carried out their assigned tasks to prepare for the invasion. Weapons were being sharpened, magitek were checked for mechanical errors and mess halls were giving out rations for the coming march. Even at the height of Applebuck Season, Applejack had never seen so much activity. She was a solitary ant within a colony that expected all its drones to go out and fight for their queen.

Or at least she would be if she weren't already a part of another colony struggling to overthrow this one. Applejack had felt such hope when she learned that the Returners were expanding to over five hundred members just last week. Those numbers would barely fill the tented sleeping quarters she had just passed.

Her thoughts on the scale of opposing forces were interrupted by a siren sounding from horns atop wooden poles. Immediately, the soldiers around her and Mare Do Well stopped what they were doing and gathered into groups. Commanders quickly inspected their groups and marched them off towards the west end of the camp.

"You two!"

Applejack jerked to attention as a pony in blue armor trotted up to them, a frown visible from the bottom half of his helmet.

"What are you doing standing around? What squad are you assigned to?"

"Um... ah..." Applejack stuttered.

"We were just on our way!" Mare Do Well said, hooking a hoof around one of Applejack's and pulling her off with the rest of the soldiers.

"Negative," the commander said and stood in their way. "You're coming with me. It's too late to track down your squad so I'll assign you to a new one, temporarily. Then, I'll be sure to dock your pay for this lack of protocol." He walked behind them and stomped a hoof. "Move!" The two disciplined soldiers quickly ran forward with the commander keeping right on their coronets. "Darned new recruits."

The two mares were led to an open space filled with Empire troops. A wooden stage was set up on the far end with a podium placed in the center. The commander pushed Applejack and Mare Do Well into a group of soldiers near the middle of the pack, gave them a quick order to stay put and trotted off.

Applejack waited for the pony to walk out of sight. "Now what do we do?" she whispered to Mare Do Well.

"I'm working on that," Mare Do Well replied. "Just don't make a scene. Got it?"

"Yeah, Ah got it," Applejack grumbled.

Minutes later, a figure climbed up on the wooden stage and approached the podium. Applejack sucked in a breath.

"Gilda."

"Old friend?" Mare Do Well asked.

"Hardly."

Up on stage, the griffon placed her claws upon the podium and spread her wings. A gust of wind suddenly swept past the crowd, carrying an ear-piercing whine. Several ponies and griffons cringed and flattened their ears until the wind abated.

"There, now that I have you dweebs' attention, time to get this briefing started," Gilda said, her voice sending out a burst of air that reached every ear in the square. "You should all know the plan of attack from your squad chief so I'll make this quick. Domare's going down, no matter what. Those losers think they can try and take us on? They think they can try and keep it a secret that they are supporting those terrorist calling themselves the Returners? Well, that ain't gonna stand! We're the greatest fighting force this world has seen in a thousand years! And we're going to show them by leveling that piece of rock they call a castle to the ground!"

The army erupted in a roar of approval, stamping their hooves and claws to the ground and cheering at the top of their lungs. Applejack forced herself to remain still and not cover her ears to try and block out all the noise threatening to deafen her.

"How is she doing that with her voice?" Mare Do Well said above the ruckus. "It's like she controls the winds themselves."

"That's because she does," Applejack replied.

"What was that?"

"Ponies of the Empire, be at ease! I have words to say to you, if you please!"

The new voice carried over the army, silencing everyone and directing their attention back towards the stage. An equine climbed up onto the wooden structure and trotted up to where Gilda was standing. The new figure was a female zebra, wearing a blue cloak with golden trim and a grey circlet on her head, just below a mohawk mane. The zebra looked upon the crowd, her steely gaze commanding all present to pay attention.

"General Zecora, a pleasure as always," Gilda said with a carefully controlled tone. "But I have everything taken care—"

Zecora thrust a hoof in Gilda's beak, silencing her. "While your words do inspire, they come off as most dire. Allow me to say a few things and impart what war brings." She stepped away from the fuming griffon and looked out among her soldiers. "We are here to spread the glory of the Empire, that is true. But a word of warning to all of you. When the time to fight has come, do not forget where you are from. Please remember that you are here to fight for friends, family and home. I do not wish for your loved ones to read your names within death's tome.

"Emperor Blueblood would not want you to waste your lives upon the pounding of hooves and the stabbing of knives. Follow your leaders and do not overly strive and I promise you that you all will go home alive."

The gathered soldiers looked at each other, a murmur building throughout the crowd as to what to make of their general's words. Then came a hoofstomp from somewhere near the front. Another hoofstomp joined the first and then another and another. Soon, the entire army was stomping and hollering. Zecora smiled and bowed to her soldiers.

"Well whaddya know?" Applejack said. "Ah guess not all these Impies are rotten to the core."

"Maybe, but that doesn't help us much," Mare Do Well stated.

"Alright! Move out!"

The order from Gilda galvanized the army into action. Squad after squad of soldiers began to march out of the camp and towards the west. Applejack and Mare Do Well were forced to follow, caught up in the flow like two leaves in a stream.

"Don't worry," Applejack said. "We'll get our chance to get away. I ain't gonna let ourselves get killed after coming this far."

"I'll hold you to that," Mare Do Well replied as the army marched closer to the kingdom of Domare.

.o.O.o.

"They're almost here."

Comet Tail lowered the telescope from his eye and handed it off to a guard next to him. The yellow-coated unicorn grimaced at the dark wave slowly making its way towards the castle. In under an hour, the Empire would be banging on their doorstep and they would be in for the fight of their lives. The castle of Domare had withstood the brunt of many an army throughout their hundreds of years of history, but no army had the technology like the one heading for them.

The only consolation that Comet Tail could think of was that the Empire had taken its time in starting their attack, allowing the surrounding villages and outlying farmers to be evacuated and sequestered into the confines of the castle. Now it was just a matter of keeping the invaders out for as long as they could and hope they gave up and went away.

"Fat chance of that happening," Comet Tail muttered. "I knew helping those rebels would lead to trouble. Why'd we ever have to get involved, anyway?"

"Because if we don't do something, then who will?"

Comet Tail stiffened. He whirled around and bowed to the white coated, blue maned pony that walked out on the parapet. "My liege! What is thy command?"

_~Faithful prince and proud husband, with the courage and strength of a hundred stallions...~_

"At ease, Comet Tail," Shining Armor said down to the cowed pony. "You're slipping into ancient Domarese. Keep doing that and I'll sick Cadence on you. You know how much she loves teasing ponies when they do that."

"Sorry, Prince Armor." Comet Tail stood up and rubbed the back of his head with a hoof. "I'm just... it's just..."

"I know. I know. The Empire's coming and we don't have much time." Shining Armor reached over and laid a well-muscled leg over Comet's shoulder. "But don't worry. I've got an idea that may keep those horses from getting in. Come in and we'll go over it." He turned to the other pony nearby and gave him a nod. "Come get us when the army gets within a mile of us."

The guardspony saluted smartly. "It shall be done, my liege."

Nodding again, Shining Armor led Comet Tail into the castle proper. They stopped in the main foyer just before the steps to the throne room. Inside, a group of guardsponies stood in a circle speaking excitedly with each other. Surrounding them on the gray brick walls of the castle were dozens of tapestries, many depicting the kingdom's victories in battle and the heroes that rose from them. Shining Armor briefly wondered, should they survive this latest war, if he or somepony else would be honored with their own.

"Gentlecolts, can I have your attention?" Shining said, his voice carrying over the others' talking. All the guardsponies snapped to readiness, forming a line before their prince. "Good. Now, the Empire's on their way and will be here soon. They have a lot of numbers on their side and from what our scouts say, some weaponry that has never been seen before. But that doesn't matter, because I have in mind something that will make them think twice about fighting us."

He stopped, taking in the ponies that had served him ever since he had taken the position of captain of the guard. They were good colts, loyal to the crown and willing to face any danger to protect the land from outside threats. They had several battles to their name through skirmishes with monsters, each proving their worth dozens of times over. Shining Armor would need that dedication if his plan were to work.

"The way I see it, those ponies think they can walk in here with their fancy armor and big numbers and take us over easily. But what I see are a bunch of young and inexperienced foals that will break the moment things go wrong. They need the orders from their leaders to tell them how to fight or else they'll have no idea what to do. If we take out the ones in charge, the rest will surely run off with their tails between their legs."

The guardsponies looked to each other and nodded their heads, murmurs of agreement coming from their mouths. One of them raised a hoof.

"Yes, Greystone?"

"Sir, how do we tell the commanders from the regular soldiers?"

Shining Armor smirked and gave a knowing look. "It's rather nice of the Empire to give blue armor to the ones in charge, isn't it?"

.o.O.o.

The castle of Domare was now in sight and Applejack and Mare Do Well were still trapped within the confines of the marching army around them.

"Alright, this is what we'll do," Mare Do Well whispered. "It'll be chaos when the fighting starts. We should be able to slip away then."

"Yeah, that's what I figured," Applejack replied. "Though it rustles my jimmies to run away from the ones helping us."

"Do you want to get back to Neighshe or not?"

"Ah know, Ah know. I don't have much choice."

A horn sounded from further ahead and the ponies around them began picking up speed.

"What, are they just going to charge against the castle?" Mare Do Well asked as her pace quickened.

"Ah reckon this is only the first wave to soften 'em up. They left all their fancy machines back at the base. Probably use them to finish the job."

"Hmph. And after all that talk from that zebra of not wasting lives."

No more was spoken as the army increased its speed into a full on gallop, the earth shaking as hundreds of armored soldiers rushed towards Domare. Many began unhooking swords and spears while others brought out grappling hooks and hammers. Unicorns with bows and arrows readied to fire and lightly armored pegasi and griffons took to the sky. The army roared a battle cry that rent the air and charged the final stretch to the castle.

Squads of ponies quickly slung their hooks up onto the stone walls, finding purchases and started the arduous climb up the vertical defenses. Others crashed against the large metal doors that made up the main entrance to the castle, ramming their bodies against it over and over again. Ponies with specialized tools worked on chipping away at the edges of the doors, weakening their connection with the rest of the castle walls. Up above, pegasi and griffons dropped stones and threw spears.

Retaliation came swiftly and brutally.

Hidden compartments in the walls of the castle opened up, revealing unicorn guardsponies with their own bows and arrows held within their levitation magic. The element of surprise was with them as they rained down a hail of arrows at the attacking army. Many of the arrows harmlessly bounced off the thick armor that the Imperials wore but some slipped through the gaps in the plating, felling ponies left and right.

Domarians positioned behind the castle parapets threw rocks down on the ponies scaling the walls. Some managed to knock a few Imperials off their ropes, causing the unfortunate victims to crash down on their fellows below. The ones that made it over the wall were quickly engaged in hoof-to-hoof combat.

The castle's own pegasi took off to counter the Imperials dropping weapons, engaging their foes in an aerial dance of bucking, biting and clawing. Occasionally a volley of arrows from either side would pierce through an unlucky pegasus or griffon caught in the wrong place, sending them plummeting to the war torn land below.

Slowly being forced towards the center of it all, Applejack cursed her inability to do anything. Lashing out at the Imperials surrounding her would be a quick way for her to be overwhelmed. There were too many even for a master bucker like herself to take on and manage to get away. With every step taken she was pushed closer to the front lines where she would be drawn into the battle against the very ponies that had helped the Returners get to where they were today. She would need a miracle to get out this mess.

The doors to the castle suddenly burst open, tossing the Imperials that were hammering on it away like stuffed dolls, and a platoon of Domarians headed by a large white unicorn charged through the melee. So sudden was the attack that the invading army paused to stare at the ponies rampaging through them like demons from the deepest pits of Tartarus. It cost many their lives.

The lead unicorn was merciless, cutting through any Imperial in his way with a gleaming katana held in a magical grip and barrelling past the rest. No movement was wasted as he sliced through the barrel of a blue armored Imperial only to follow up with a thrust into the neck of another trying to rush him from the side. His cavalry tore through the ranks, pushing deeper into the heart of the army and targeting any pony wearing officer's armor.

And they were heading straight for Mare Do Well.

"Look out!"

Applejack dove and tackled into her companion. The force of her desperate ploy pushed them end over end until they rolled to a stop several hooves away. They both lay on the ground, panting and shaking from the close call. Finally, Applejack raised her head and sighed at the sight of the Domarian brigade moving past them in search of more high profile targets. She looked to the one she had saved and gave Mare Do Well a gentle shake. "You okay, there?"

Mare Do Well groaned as she sat up and shook her head once to clear it. "I-I think so. Thank you, darling."

"Shucks, Ah wasn't going to let you get trampled by those nutcases. But boy do they have guts for chargin' in like that."

"Indeed." Mare Do Well took stock of their surroundings, noticing that few soldiers were in their area. Those nearby were too busy running towards the castle or to catch up with the Domarians to give them a second look. "I think this would be our best time to slip away."

"Couldn't agree more." The two mares stood up and headed for an opening in the fighting. The attack from the Domarians caused a shift in the battle, leaving large sections of the field empty of any living thing.

It wasn't long before the two disguised soldiers entered one of these safe zones and turned to head south. That is until Applejack came to a screeching halt with Mare Do Well nearly ramming into her.

"What are you doing?!" Mare Do Well exclaimed. "Move!"

"Wait, look over there," Applejack said and pointed a hoof back towards the castle. A lone figure had detached from the main force and was skulking around the west side of the building, out of sight of the battle. Even from this distance, Applejack could make out the red outfit that the figure wore. "Gilda."

"What are you—hey! Come back!"

Applejack either didn't hear or didn't care as Mare Do Well called after her. She took off and raced towards the griffon without a glance back. Mare Do Well gave a cry of frustration and followed after her.

It didn't take long for Applejack to make her way towards Domare Castle. Nopony challenged her or gave a token effort to stop her. The intense fighting in front of the castle entrance gave her the perfect opening to beeline straight for her target. Her eyes narrowed and her teeth bared as she saw Gilda edge around a stream of water next to the castle foundations looking for something.

Gilda must have heard her coming as the griffon tilted her head and caught sight of the soldier heading her way. "Hey, you there. I've got a job for you." Gilda reached under a wing and pulled out a flask filled with black liquid. "I need you to help me find a drain or some—OOF!"

Gilda's speech was cut off from the hoof striking her across the face. She fell back to her hind legs, a red welt in the shape of a horseshoe forming where she was struck. Gilda held her face in a claw and glared at the pony responsible. "What the hay is wrong with you?! Do you know who I am?!"

"Ah know perfectly well, ya gutless chicken." Applejack reached up and tore off her helmet, allowing her blond mane to spill out and billow in the wind. She reached into the helmet, pulled out her normal hat and placed it on her head. "This is for torchin' mah home."

"Applejack," Gilda hissed. She set herself back on all fours, one claw still holding the flask. "Come to help your Returner friends here? Well, you're just in time to die along with them."

"What are you up to? Whatcha got there?"

"What? This?" Gilda grinned and held up the flask, swirling it around and making the oily substance within it slosh around. "Just a little something abstracted from one of our new toys. Wanna see how it works?"

"Give it here!" Applejack darted forward, reaching for the flask.

Gilda hopped away and with a flap of her wings, a gust of wind blew towards Applejack. The pony braced herself and rode out the sudden burst of air, but this allowed Gilda to put plenty of space between them.

"Gonna have to be quicker than that, mud pony," Gilda said with a smirk. An opening in the castle wall next to her caught her attention. A small grate that let the water from the stream flow into the castle lay before her. "Too late." With a flick of her claw, Gilda hurled the flask at the water.

A white blur shot over the stream. It landed a few steps away from Gilda, revealing itself to be a cat. It held the flask within its mouth with all the liquid still inside.

"Good work, Opal," came a voice from behind. Gilda whirled around to see a pony in a purple costume walking towards her. "Now, bring that to mommy, please."

"Oh for Pete's sake," Gilda grumbled and buried her face in a claw. She winced when she touched the sore spot on her cheek. "Ah! That's it! You're both history!" The griffon raised her claws and a strong wind began to form around her. Opalescence yowled as she was suddenly picked up and whirled around by the invisible force, letting go of the flask in the process.

"Baby! Hold on! Momma's coming!" Mare Do Well jumped forwards and reached for her cat with her hooves. She fought against the wind by pumping her legs as though she were swimming and managed to snag Opalescence just as the cat whizzed by her. "Got you!"

"No," Gilda said with a dark smirk. "Got you!"

Mare Do Well cradled Opalescence to her just as she was flung from the mini-tornado and tossed through the air. She let out a pained grunt as she landed on something soft that helped cushion her fall.

"There! I got ya!"

Mare Do Well looked through the eyepieces of her mask and noticed a coat of orange acting as pillow against the ground. She turned her head to see Applejack's face beaming back at her.

"Nice catch," Mare Do Well said.

"Thanks," Applejack replied. "I've had a lot of practice lately with saving ponies."

"How touching."

That was their only warning before a gust of wind blew them back and slammed them against the castle wall. Dazed, Applejack attempted to push herself up but Mare Do Well and Opalescence lay atop her, unconscious. A shadow fell over her prone form.

Gilda raised a claw, her talons glinting in the sun. "I never liked apples anyway."

From across the land, a horn blew.

Gilda hesitated and looked over her shoulder. Past the edge of the castle, she could see the Imperial army was on the move. It was heading towards the east.

"Of all the times," Gilda muttered and lowered her claw. She gave one last contemptuous look at her downed opponents before rushing off after the retreating army.

Now alone, Applejack gave a mighty heave and rolled Mare Do Well off of her. She rolled her neck causing a few pops to be heard and regarded the pony laying on the ground. "Now what do Ah do?"

"You get to go to sleep."

"Wha—!" Applejack's startled cry was silenced by a sword hilt impacting her skull. She dropped to the ground and remained still.

Shining Armor slid his blood-soaked sword onto the ground. Once clean he placed it into a sheath and turned to a pair of guardsponies. "Tie them up and take them to the dungeon. Make sure you strip them of any weapons and armor. I'll deal with them later."

"Yes sir!" The guardsponies saluted and went to work on securing the new prisoners.

None of them saw an empty, broken flask laying on its side near the intake stream of the castle.


	11. In Which There's a Prison With No Walls

In a blur of multicolored motion, Rainbow Dash zipped behind a building and pressed herself against a wooden wall. The sound of approaching hoofsteps grew closer and sweat began to bead upon her forehead. In another burst of speed, the pegasus flew up and onto the roof. A lucky break presented itself for her in the form of a window with an overhang. She dove underneath it and held her breath. A second later, an Imperial soldier rounded the corner Rainbow Dash had just vacated.

"Drat. Lost her." The soldier spat on the ground and turned away, heading back the way he came.

Rainbow Dash remained still for a full minute before allowing herself to let out a sigh. She flopped onto her back and stared blankly into the sky. "What'd I ever do to deserve this?"

It had started out so well. Keeping the Empire from crossing Mt. Colts and finding the Returners' base had been foal's play. A few blocked passages here, a little misdirection there and VIOLA! One perfect distraction completed, just as requested. The invading army had been so frustrated in trying to scale the mountain that they had turned back for South Fillygaro.

Rainbow Dash had harassed them the whole way back.

None of the Imperial pegasi could keep up with her in their attempts to bring her down. Eventually they gave up altogether and rushed back to the occupied town as fast as they could. Rainbow Dash eagerly followed them.

If Rainbow Dash could go back in time, she would definitely go to that moment and kick her own flank.

In the short time in which Rainbow and the others had left for the Returners' hideout, South Fillygaro had become completely overrun. An entire legion of troops had been deployed to occupy the city and defend it from outside forces. That included cocky rainbow-colored pegasi. Flying magitek the likes of which Rainbow Dash had never seen before came out to greet her and had reached for her with metal claws. The top-shaped machines were relentless in chasing her and could turn faster than she could. It hadn't taken long for them and a squad of pegasus ponies to overwhelm her, forcing her to take shelter in the streets below. Rainbow Dash swore that the deadly game of hide-and-seek that had resulted would be told to young fillies around the campfire to illustrate just how awesome she could be under pressure. It would be a tale for the ages and never forgotten or embellished.

"Now to get out of here so I can live to tell it."

She crept out from the overhang to the edge of the roof as quietly as she could and scanned the street below. No soldiers were in sight. A simple hop later she was on street level and darting under the nearest cloth overhang. She peeked out and swept her gaze across the skies above. From one end of the horizon to the other, Imperial pagasi could be seen patrolling in circling loops. One of the flying contraptions with claws floated within their ranks, ready to hone in on any targets. Rainbow Dash grit her teeth and ducked back under the overhang. There was no way she was going to be able to escape by air.

"Gonna have to do this the hard way."

Rainbow Dash took a deep breath, counted to ten, and then darted from one hiding place to the next. For nearly an hour, Rainbow Dash moved as quickly as she could while staying out of sight of the soldiers patrolling the streets. Hardly any citizens were out and about and any that were caught where they were not supposed to be were immediately escorted away. Curiously enough, ponies with bags full of goods were often left alone. An inkling of an idea began to creep into Rainbow's head.

A brief search later and she found what she was looking for. Across the street, a merchant emerged from a Rich's Barnyard Bargains store, her saddle bags loaded with provisions. The pony trotted off and Rainbow Dash trailed after her. After a few blocks, the pony stopped at a residential building and knocked twice, stopped, then knocked three more times. The door opened to reveal a mare and the two ponies conversed in voices too low for Rainbow to hear but she did see them exchange something between them. Finally, the merchant pony bowed, walked away and headed for another building.

Keeping to the shadows, Rainbow put on a burst of speed through an alley that put her ahead of the merchant. She waited at the entrance of the alley for the right moment.

"Pssst!"

The merchant jerked, staring with wide eyes at Rainbow Dash who beckoned for her to come closer. The merchant eyed her warily and began to edge away.

"No, don't go!" Rainbow Dash called to her. "I'm on your side. Do you want the Empire to run all over this place or not?"

The merchant stopped, an unsure look upon her face. She took a moment to glance from side to side before slowly walking towards the alley entrance. Rainbow Dash stepped back to allow more room for the other pony but the merchant only entered about halfway into the alley. Her legs were tense as though ready to make a run for it at the slightest provocation.

"What do you want?" the merchant asked.

"I need your clothes," Rainbow Dash said.

"My what?"

"Your clothes. Give them to me. I need to slip out of town and I saw that you merchant types are left alone by the Impies."

"That's because we've been ordered to make deliveries of rations to each home. We're on a very strict schedule and I'm going to be late if I keep talking to you."

"Then I'll make this quick. I'm part of a resistance group that's working on bringing these guys down. I just need to get out of here to meet up with them."

The merchant shook her head and backed up. "You're crazy. I've got a job to do." She turned to walk away.

She gasped when Rainbow Dash suddenly jumped in front of her with a frown on her face. "Do you want to be their toadie for the rest of your life or what?"

For the second time in as many minutes, the merchant paused. Her features morphed from frustration to anger until they finally settled on tired resignation. "Better than conspiring with a thief."

The last thing the merchant saw was a flash of anger followed by a blue hoof.

.o.O.o.

"Try to be nice to somepony and what do you get? Stupid smart alec. She better appreciate the bits I left her..."

Rainbow Dash grimaced and stopped her walk through the town to pull on the merchant garb near her flank. The material stretched a bit, allowing her some relief from the tight cloth on her extremities, and she continued on her way. It was the third time she had done so.

"She would have to be a size smaller than me," Rainbow grumbled.

Even with the uncomfortable outfit over her normal one, the benefits far outweighed the negatives. Imperial soldiers gave her dirty looks but otherwise ignored her when she passed by them. She gave them pitiful looks, as though she expected them to beat her with the slightest provocation, and they in return smirked and allowed her on her way. That is, until she reached the city limits.

"None shall pass."

Rainbow Dash blinked. "Wha? But I've got business outside of town!"

"Do you now?" the soldier drawled. "Then you should have thought of that before we came here."

"And how was I suppose to know that?!"

One of the soldiers came up to her and pushed her back. "Watch it, girlie. We're in charge here now. And if we don't want you leaving, then too bad." He pushed her again and it was all Rainbow Dash could do to not buck him in the teeth. "Now get lost."

Rainbow Dash gritted her teeth and let out a low growl at the group of Imperials and magitek blocking her way. With her speed, she wagered she could drop two soldiers before the others could even raise a hoof. Even the magitek armor standing idly by wouldn't be able to keep up. She could then make a break for it to the grassy plains lying just beyond.

Her wings twitched and suddenly the desire to fight her way out left her. The merchant garb she had "borrowed" covered them up, robbing her of her best advantage. Not only that, but she realized that the open plains she wanted to run to were just that: open plains. She'd be spotted and attacked by those flying tops in no time.

Rainbow Dash gave one last withering glare to the soldiers, turned and trotted back the way she came.

"So close," she muttered and kicked a stray stone with a hoof. "So darn close..."

"Yeah, close alright, kid. Close to being run through."

Rainbow Dash looked up and searched around for the voice. Nopony was in sight. She shook her head and continued on.

"Over here, kid."

This time, Rainbow caught a glimpse of a hoof sticking out of a darkened alley, motioning for her to come closer.

"You must think I was born yesterday if you think I'm gonna fall for that," Rainbow Dash said to the mysterious voice.

"Oi..." The hoof retracted and a donkey's head poked out from the darkness. "There, that better?"

"Cranky!"

"SSSSSHHHHH!" Cranky Doodle Donkey hissed. "Not so loud! Get over here, quick."

Rainbow Dash didn't hesitate, rushing into the alley with the donkey inventor. "Wow, am I glad to see a friendly face. It's been crazy ever since I got here."

"You're telling me," Cranky said. "No sooner did I get back than the Empire just waltzed in here and took over. The town got taken over without any fighting. It's as if they knew just where to hit us."

"Yeah, it's weird." Rainbow Dash looked out the alley and sighed. "And now I'm stuck here when I need to be somewhere else."

"Where's that?"

"Neighshe."

Cranky opened his mouth to speak when he caught sight of a group of soldiers emerging from a street further down. He pulled Rainbow Dash further into the alley and waited for the Imperials to trot on past, only for the soldiers to stop a few hooves away in the middle of the street. "We can't talk here. Follow me."

"But I've got to find a way out of here," Rainbow Dash protested even as she was being pulled by the tail by Cranky's teeth.

Cranky mumbled something through the hair in his mouth but gave up halfway and instead reached into his saddlebag and lifted out a small metallic pellet. He reared up and threw it down the street where it detonated with a bang like a party favor upon landing. The soldiers immediately rushed over to investigate. Cranky took the opportunity to pull Rainbow with him in the direction the soldiers weren't looking.

Once they were out of sight, Rainbow Dash yanked her tail free. "Look pops, I don't have time to sit around. I need to get to Neighshe on the double!"

"Easy there, kid," Cranky said gently. "I want you to get there as much as you do. But you can't do anything when you're dead. Let's think things through a little and I'm sure we'll get you out of here."

Rainbow Dash took a deep breath and slowly let it out. "Fine. So where are we going? Your place?"

Cranky shook his head. "Can't. Our district was one of the first that the Empire evacuated. Kicked us out with just the coat on our backs. They wanted all our inventions. Among other things."

"Other things?"

"You'll see."

The pair traveled in silence, both to avoid attracting attention and that any conversation could wait until they were indoors. After several blocks, Cranky came up to a two story building with a sign above the door that read, "Rich's Barnyard Bargains". He rapped on the door with a hoof and a moment later, a thin panel built into the door slid open. A pair of eyes peered through the opening.

"Password," a voice on the other side of the door said.

"Courage," Cranky answered back.

The panel slid shut, removing the eyes from view. A moment later a series of locks and chains were heard being undone. The door creaked open, revealing a young colt on the other side. "You may pass."

"Thanks, kid." Cranky nodded to the colt and stepped past him, continuing on to a set of stairs leading up. Rainbow Dash followed him and the moment she passed the door, the colt closed it and reset the locks.

"I feel like I'm going into some secure facility," Rainbow commented.

"Better safe than sorry, right?" Cranky responded. "Never know what those Impies might try next." He reached a door at the top of the stairs, pushed it open and went through. Immediately, a cacophony of yelling, crying and laughing burst from the room on the other side. When Rainbow Dash stepped into the room herself, she stopped cold, her jaw dropping wide.

The room was large—the size of a store room—with couches, chairs and toys scattered haphazardly about. However, what drew Rainbow's attention were the two dozen pony kids of varying ages running around the room in a frenzy of movement and colors. Some were playing with the toys spread out throughout the room, some chased each other in a circle while others clustered around a female donkey at the back of the room.

"I'm back, Matilda!" Cranky said above the noise.

A few of the colts and fillies looked up at the new voice and waved. "Hiya, Unca Cranky!"

"Hey," Cranky greeted back much less enthusiastically. He made his way over to Matilda, careful to avoid the more rambunctious colts and fillies in the room. "Brought an older one this time. Think we should keep her?"

"Oh Cranky, be nice," Matilda gently scolded. She raised a hoof and motioned for Rainbow Dash to come closer. "Over here, dear!"

The pegasus shook herself out of her shocked state and hopped over the kids to the end of the room in a single jump. A series of "Ooh's" and "Ah's" trailed after her. "Soooo," Rainbow Dash drawled and tilted her head back towards the packed room, "what's with the tykes?"

Instantly, Cranky and Matilda lost their playful smiles. Their bodies sagged and they stared at the ponies around them. Matilda cleared her throat and said, "We're looking after them. When the Empire invaded, they quickly rounded up as many of the stallions as they could and shipped them out on a boat. I'm not sure what has happened to them. But for some of these children, they lost their only parent. So when Cranky and I were forced from our home, we were able to find this unused house and decided to round up anypony needing a home." Matilda sighed and looked over all the faces she was now responsible for. "I hope these children get to see their parents again..."

Rainbow Dash remained silent. The adventurer's features were frozen in a deep frown, her gaze unfocused as though she were watching a scene far away from where she was. She blinked, her focus returned and said, "Don't worry, Matilda. The Empire won't be getting its way much longer. I'm going to see to that personally. But I need to get to Neighshe to make it happen. I can't fly out and all the exits are guarded. Do any of you know any other way outta here?"

The room became quiet, as every colt and filly looked up to Rainbow Dash with a spark of hope in their eyes. The silence ended when Matilda spoke up. "I may know a way." She gathered her thoughts even as Rainbow Dash waited expectantly. "Years ago, I worked for Filthy Rich as one of his servants. His house is old, maybe one of the first built when the town was founded. There are a series of tunnels under the house that I believe lead out of town a fair ways away. If you could sneak in and use those tunnels you should be able to get away without being seen."

"All right!" Rainbow Dash exclaimed and struck a triumphant pose. "Just what I was hoping for! I'll be out of here in a jiffy!" She turned and headed for the door, but a tug on her borrowed outfit stopped her short. Rainbow looked down to see a filly looking up at her with uncertainty.

"Um, ma'am?" the filly said. "Could... could I ask you a-a favor?"

Rainbow Dash smiled down and ruffled the filly's mane playfully. "Sure kid. Just don't call me ma'am; it makes me sound old. What's up?"

"Um, well, you see there's this, um, pony we want you to, um, look for." The filly turned her head to the group that had gathered around. They all nodded their heads and gestured for her to continue. She swallowed and steeled herself. "We were... we were being picked on by some soldiers—"

"By picked on, you mean being completely degraded," Cranky spit out.

Matilda laid a hoof over his back. "Shush, Doodle. Let her finish."

"Um, yeah," the filly continued. "We were told to... beat each other up, because the soldier said it would be fun to watch." Tears began to well up in the filly's eyes, along with many of her friends standing next to her. A few sniffles were heard. "We... we were told if we didn't, we'd never see our daddies again... and..."

"Woah there, kid," Rainbow Dash said and patted the filly on her shoulders. "Look, you don't have to tell me any of the bad stuff if it makes you feel sad. I swear I'll make each of those bad guys pay. _I swear it_. Just... tell me who you want me to look for."

The filly took a minute to calm down before talking again. "Well, we were trying to do what they wanted, but they got mad that we weren't doing it right. That's when an older mare appeared and she... she..."

Rainbow Dash awkwardly put her legs around the filly and held her close. "She didn't hurt you, did she?"

"No!" the filly screamed, startling Rainbow half-to-death. "No, she saved us! She killed all the soldiers being mean to us! More soldiers came to stop her but she killed them too! It took a whole bunch of them to stop her. They took her away and now we don't know what happened to her." The filly faced Rainbow Dash fully and place her hooves against the pegasus' chest. "Please! Please find her and help her!"

"Um... okay..." Rainbow Dash said at length. "What a... what does she look like?"

"It... it happened so fast," a colt spoke up. "But I think she was white—"

"Nah, that was her cape!" another piped in. "She was blue!"

"And it was really cold when she showed up," yet another said. "I think she's made of ice!"

"Okay! Okay!" Rainbow Dash held her hooves in a time-out position. "I get the idea. I'll be sure to keep an eye out. I have to go know but I promise that things will get better. Just hang in there and everything will be all right. Okay?"

"Okay," a few of the kids murmured.

"Louder," Rainbow Dash said firmly.

Unsure glaces passed between the fillies and colts but as one they said, "Okay."

"Louder!"

"Okay!"

"**_LOUDER_**!"

There was a collective intake of breath and then: "**_OKAY_**!"

Rainbow Dash grinned. "You kids are alright, ya know?"

.o.O.o.

Finding Filthy Rich's home was easy; it was the biggest house in the entire city. Finding a way inside was proving to be the difficult part.

"How the hay am I suppose to get past all those soldiers?" Rainbow Dash muttered to herself. "They must be using that place as their base of operations. Figures the one place I need to get into is the most heavily guarded..."

Rainbow ducked being a stack of crates as a detachment of soldiers passed by her. She peered over the crates once the coast was clear and narrowed her eyes at Filthy's house across the street. Walking up to the door and claiming she was a merchant wasn't going to get her anywhere this time. More than likely she would be arrested before she even made it halfway down the walkway. There had to be a way for her to slip by—

The front door of Filthy's house burst open and a blue coated soldier clad in green armor came flying out. He landed with a clank on the walkway and staggered to his hooves where he swayed unsteadily. A second soldier, bereft of a helmet and revealing himself as a unicorn, stomped out of the door, glaring at the green clad soldier the entire time.

"Squaddie, this is your last chance!" the unicorn bellowed. "The next time you come around here drunk off your flank will see you peeling potatoes until the sun falls out of the sky! Now get yourself cleaned up and report back here before I really lose my patience!" The unicorn whirled and headed back indoors, slamming the door behind him.

Now alone, the chastised Imperial shook his head and let loose an embarrassed giggle. He turned and headed to the end of the walkway but stumbled and crashed into a soldier keeping watch. His comrade in arms shoved the drunk soldier away, almost toppling him over. The soldier gave another titering laugh and sauntered away in a drunken haze.

"It's amazing how things seem to work out," Rainbow Dash commented as she watched the soldier head further down the street. "It's like fate or somethin'."

Keeping to the shadows, Rainbow followed after the green armored soldier. Although, with the way the soldier was incapable of walking in a straight line for more than a few steps, she wondered why she even bothered trying to stay concealed. She could have trotted up next to him and he never would have noticed. Which, come to think of it, wasn't a bad idea.

The soldier stopped at a drainage ditch and pushed his helmet off his head where it clattered on the pavement. Seconds later, his body convulsed, his cheeks puffed out and he vomited into the ditch. Rainbow grimaced at the scene but stepped up to him from behind and said, "Hey! Is that a flying monkey?"

The soldier raised his head and a "Huh?" was all he got out. A light thump on the head from Rainbow Dash's hoof and the soldier collapsed to the ground. A second later a loud snore escaped from his mouth.

"Trust me, pal, I'm doing you a favor." She dragged the soldier behind a large barrel and got to work removing the merchant clothes from herself and the armor from the soldier. A minute later and she emerged in her new disguise. The armor was a little big on her, but it worked in this case as it gave her wings some room to breathe underneath its bulk. "Why doesn't anypony ever shop at the awesome shop like me? So lame."

Rainbow Dash made her way back the way she came, making sure she kept her head high and her strut authoritative. The few locals that passed by kept their heads low and didn't give her a second look while other soldiers ignored her completely. She soon reached Filthy Rich's house and knocked on the door. A moment later, the door opened, revealing the unicorn soldier from before.

"'bout time you got back," he said and jerked his head towards the inside of the house. Rainbow walked past him and into the main foyer. She suppressed a gulp when she counted no less than a dozen Imperials milling around, some looking over paperwork while others were talking to each other. Rainbow moved to mingle with them when the unicorn grabbed her by the strap holding her helmet on and spun her around to look him straight in the eyes. "I want you to go upstairs and keep watch over the Riches. Think you can manage that?"

Rainbow Dash saluted smartly. "Yes sir!"

The unicorn seemed taken back by her enthusiasm. "You seem to have sobered up pretty quick, squaddie."

"Nothing a little throwing up can't take care of," Rainbow Dash replied.

A confused blink met that statement. "Whatever," he said with a shrug. "Just get up there and don't let me catch you foolin' around." With that, he joined the soldiers in the lounge and promptly ignored her.

Rainbow Dash wasted no time in climbing the nearby stairs to the second floor. Once out of eyesight, she let loose a triumphant laugh. "Ha! I can't believe how easy this is. At this rate, I'll be out of here and heading to Nieghshe in no time!"

With a smirk on her face and a spring in her step, Rainbow Dash headed down the upstairs hallway and opened the first door she came to. Inside was a bedroom with the grandest bed she had ever seen, covered in what she could only assume were the most expensive sheets and covers available. A bookcase with hundreds of books on its shelves stood in the corner of the room opposite the bed. Framed paintings with labels identifying them as Jidhoof originals covered the walls, and a carpet that was so plush, Rainbow could have sworn it was made out of clouds. In the center of the room stood a polished wooden table. And sitting in a chair next to the table, with his head laying over it and facing away from her, was a beige-coated earth pony stallion wearing a black suit. The pony lay very still, to the point where Rainbow Dash wondered if he was dead, until a soft sigh seemed to passed through his very being.

The undercover pegasus walked up to the pony and nudged him with a hoof. "Hey. You okay?"

The pony turned his head to face her. Rainbow Dash gasped as she instantly recognized who he was. "Hey! You're Filthy Rich!"

"That I am," Filthy Rich said barely above a whisper. "Who are you? My new Imperial guard?"

Rainbow removed her helmet, allowing her multi-colored mane to spill free. "Not exactly. I'm a Returner. Heard of us?"

Filthy Rich blinked and bolted straight up in his chair. "R-R-R-Returner?!" He fell out of the chair and backed away frantically on the floor. "No! Please! Please, don't kill me! I didn't mean to do it! It was stupid and I regret ever helping them!"

"Whoa! Whoa, buddy! Calm down." Rainbow Dash placed down her helmet and sat in front of him, not making any sudden moves. "What're you getting all worked up about?"

"Y-you're an assassin, here to get revenge for me betraying the town!"

"You did what?!" In a flash, Rainbow was before the cowering stallion and pinned him down with a hoof to the chest. "You better start talking or I'll do worse than what you think I'm here for!"

Filthy Rich wet himself but paid his lack of control no mind. "I... I was contact b-b-by an Imperial. They said that if I... if I told them the best way to invade the town they'd make me r-rich. Well, richer anyway."

"But you're already stinking rich!"

"Um, no. I'm Filthy. Stinking was my grandfather."

"I don't care!" Rainbow Dash grabbed Filthy by his ten-thousand gil suit and brought him nose to nose. "Listen punk, and listen good. When this whole mess is over and the Empire's out of here, you are going to pay back everything you owe to the ponies of this town, plus interest. Got it?" The rich pony nodded his head frantically. "But for now, I need to get out of here. There's suppose to be some kinda hidden passage in this house that leads out of town. You tell me where it is and I leave here without breaking your kneecaps."

"S-s-sure thing," Filthy stuttered. Rainbow let go of him and watched as he ran up to the bookshelf. He tipped a book towards him and stepped back as the entire bookshelf swung open to reveal a passage with a set of stairs leading down. "This will take you to an underground storage that was made when this house was built. At the back you'll find an exit which leads a good mile out of the city. You should be able to go unseen by then." He held up a hoof when he saw Rainbow Dash ready to head down. "You should put your helmet back on. Some Imperials are already down there."

Rainbow Dash nodded and slipped her helmet back on. "I'll be back to make sure you don't try to weasel your way out of helping the town."

Filthy Rich sighed and hung his head. "Believe me, I want nothing more than to see the Empire out of here and for me to go back to a simple business pony. I owe it to the town and to my daughter. I should never have listened to them."

Rainbow gave a snort and rushed down the passage. Torches were lit with regular intervals, allowing her to see clearly ahead of her. The musty smell of old wood filled her nostrils, causing her to sneeze as she made her way further down. At the end of the stairs was a long passage carved out of the bedrock that supported the town above. Several doors lined the side of the passage but a metal one at the very end was what caught Rainbow Dash's attention. She stepped forward towards it.

"Unhoof me this instant, you monsters!"

Rainbow Dash started, stopping herself and turning her gaze towards one of the wooden doors in the passage.

"You will never get away with this!"

Rainbow trotted over to the door and found that it was slightly ajar. She slowly pushed it open, enough to squeeze her head through, and looked inside. Her eyes widened.

The room was plain with only a single table in the center as its sole furnishing. There were three ponies inside the room with two of them dressed in Imperial armor and standing on opposite ends of the table. The third pony was tied to the table. The pony was a mare, with a light blue coat and platinum mane, and she strained and pulled against the metal bindings holding her down. Her head thrashed from side to side and Rainbow Dash caught sight of a horn as she continued her desperate struggle to free herself.

"Lay still!" one of the soldiers ordered and slammed a hoof into the mare's muzzle. The unicorn recoiled from the blow but whipped her head back and snapped her teeth at the soldier. "Still got some fight in ya, huh? Good, because you'll be doing a lot more fighting for us very soon."

_~Product of her own hubris, battle-hardened Magitek Knight with a flair for the dramatic...~_

"Go to Tartarus! The Great and Powerful Trixie is through with all of you!"

"Not once we get this on you." The soldier picked up a ring of metal that had gone unnoticed on the table and held it before her. "I'm sure you know what this is."

Trixie's eyes went wide as she beheld the slave crown. "You wouldn't."

"Feh, your abilities are too important to just toss aside," the soldier explained. He motioned for the second soldier to step around and position himself behind Trixie's head. "Hold her down and don't let go until I'm done."

"It'll never work!" Trixie yelled and thrashed even more violently than before. "I'm not some weak-willed wimp like Twilight Sparkle! You put that on Trixie and she'll kill you all!"

The soldier not holding the slave crown struck Trixie across her face, then held her head between his forehooves and forced it down on the table. The repeated hits dazed the unicorn, making her struggling cease. The other soldier raised the slave crown and lowered it towards Trixie's temple.

All at once, the door to the room burst open and a green blur rocketed for the soldier holding the slave crown. The Imperial had no time to react and was tackled to the floor, flipping the table still holding its occupant along with him. He recovered quickly and pushed back against the pony pinning him down, drawing a knife from a shoulder holster with his teeth. This gave the other soldier enough time to run around the table and make a grab for the invader—

—only to be tripped up by a pink glow surrounding his hind legs.

"You should have killed Trixie when you had the chance, cretins," Trixie snarled, her horn aglow.

Rainbow Dash was unaware of anything going on behind her. Her focus was the soldier beneath her and the knife the two struggled to control between them. Her grip on it slowly slipped from her hooves, the tip pointed at her throat. The armor she wore didn't help, the bulk making her movements awkward and the extra balance from her wings were gone. The soldier had better purchase upon the floor and used his advantage to push the knife inch by inch towards Rainbow's neck. It would take something awesome to get her out of this predicament.

It so happened that Awesome was her middle name.

In one smooth motion, Rainbow Dash let go of the knife completely and slipped backwards. The armor that had fit so loosely slid off of her and fell with a clatter on the soldier below. Before he had time to register what had happened, Rainbow drew her own dagger and sank it into his exposed neck. The soldier gurgled up blood as he released his last breath and ceased to move a moment later.

The adventurer grinned and withdrew her weapon. She cleaned it off on the discarded green armor and turned to deal with the other enemy in the room. She blinked upon seeing the second soldier laying on the floor, pierced by a sword through the chest. A faint pink glow surrounded the handle before fading out completely.

Rainbow Dash directed her attention to the only other pony in the room still alive. The unicorn mare was still strapped to the flipped table, hanging from the cuffs and a fine sheen of sweat running down her forehead. Her breaths came in short gasps and from the tiredness in her eyes, she looked ready to pass out at any second.

"Are... you going to just... stand there? Or are you going to... get Trixie free?"

Rainbow eyed Trixie with a hooded stare. "Why should I?"

Trixie closed her eyes and took a few deep breaths before answering, "Then why did you come here? Seems like a wasted effort if not."

Rainbow Dash walked closer to the bound pony. "Before I do anything, I have something to ask you. Are you the one that saved a bunch of kids from some soldiers?"

Trixie opened her eyes and gave a tired stare. "Trixie did."

"Why?"

"Because I'm through serving these sons of mules and watching them get away with anything they want."

"Mules can't have kids," Rainbow Dash pointed out.

"You know what Trixie meant!"

"Wait, wait, Trixie? I think I've heard of you when I was gathering intel. You're General Trixie?"

Trixie flipped her mane and gave dazzling smile through a face full of bruises. "The same. Who are you?"

Placing a hoof to her chest, Rainbow Dash proudly said, "I'm Rainbow Dash, the most radical adventurer to have ever lived. I'm also a Returner and I'm here to mess up any plans the Empire has."

"A Returner?" Trixie repeated, her eyes going wide.

"Yeah, so you can imagine I'm not too thrilled with saving ya and putting my neck on the line."

"Then why did you?"

Rainbow Dash thrust her muzzle forward until her nose was touching Trixie's. "Because some kids asked me to." In a whirl of motion, Rainbow's dagger sliced through the iron cuffs holding Trixie to the table. The unicorn landed on the floor with a pained grunt and lay there in an undignified heap. Rainbow Dash put away her dagger and glared down at the recovering general. "There, that's as much help as you're going to get from me."

"Trixie didn't need your help," Trixie hissed as she tried to push herself up. "The Great and Powerful Trixie was about to… rescue herself with powers beyond your imagination."

"Yeah, sure you..." Rainbow Dash trailed off as she caught sight of something that she hadn't been expecting. Something that only one other pony she had met had. "Hey, you've got a marking on your flank just like Twilight."

A gasp escaped Trixie and she covered up the wand and pixie dust marking with a hoof. "Don't look!" Finding new reserves of strength, Trixie pushed herself to her hooves and rushed over to a white cape with shoulder guards attached to it hanging from a nail in the wall. She quickly draped the cape over her body and fastened it around her neck. "You didn't see anything, understand?"

Rainbow Dash scratched her head and gave a quizzical look. "No, really, Twilight's got one of those too. Does the Empire brand their unicorns or something?"

Her question went completely unnoticed. "Did you say... Twilight? As in, Twilight Sparkle?"

"Huh? Oh, yeah. Purple unicorn, went nuts when she found that esper thingy at Neighshe, and can blast the ever loving heck out of anything with that freaky fire of hers."

Trixie went completely silent, her face going through a range of emotions that Rainbow Dash couldn't identify fast enough. The quiet dragged on and on, to the point where Rainbow wondered if she had somehow fizzled Trixie's brain and the unicorn was now mentally crippled. Rainbow scuffed at the ground, the awkward moment stretching beyond absurdity. She longed to leave the room and just leave the weird pony to her thoughts. In fact, that sounded like a good idea. Rainbow Dash turned and headed for the door. She hadn't taken a single step when she heard Trixie finally speak.

"Take me with you."

Rainbow Dash stumbled and nearly fell into a most unawesome heap. "What?" she asked and faced Trixie once again.

"You're planning on escaping, right?" Trixie responded. "Trixie no longer has need of the Empire. They can all go straight to Tartarus where they came from. And you saw what they were going to do to Trixie." She kicked the discarded slave crown where it clattered at Rainbow's hooves. "She will _not_ let an insult like that go unpunished."

Rainbow Dash narrowed her eyes. "You think I'm crazy? Taking an Imperial like you with me?"

"You'll need Trixie to get out. There's a door further down the passage that won't open unless magic is cast on it. Fortunately for you," Trixie paused and smirked as her horn lit up in a soft pink glow, "you are in the presence of the most magical unicorn in the world!"

Rainbow Dash rolled her eyes and shook her head. "Jeez, and Applejack says _I've_ got an ego," she muttered. To Trixie she said, "Forget it. Look, I only helped you out because some kids begged me to. Now that that's done, we go our separate ways." With that, she trotted towards the door.

"Neighshe will be under attack soon."

Once again, the pegasus abruptly halted her movements. She glanced back at Trixie who was wearing the smuggest look Rainbow had ever seen from another pony. "You're lying."

"Not at all," Trixie said. She stepped forward and locked eyes with Rainbow Dash. "This whole invasion of South Fillygaro was for one purpose only. To set up a base so that the Empire could invade Neighshe and get that esper. If you want to protect it, you'll need Trixie's advice. Your pitiful little band will stand no chance against the Empire's army."

Rainbow Dash swallowed, her mouth suddenly becoming dry. "How can I trust you?"

"Well, Trixie hasn't killed you yet."

"As if you had a chance!"

Trixie shrugged, pulled out the sword sticking in the soldier with her magic, cleaned it off and holstered it within a sheath beneath her cape. "It doesn't matter what you think. Trixie's leaving with or without you. You can tag along if you want."

"Whoa, hold up!" Rainbow Dash positioned her hooves in a "T" formation. "If anypony's doing the tagging along, it's you! Got it?"

Trixie scoffed but didn't follow up. She strode past Rainbow Dash and exited the room. A low growl came from the Returner and she zipped out and pushed her way past the general. Trixie sniffed and lifted her nose, continuing on her way. Moments later, they came upon the metal door at the end of the passage. Rainbow Dash grasped the handle on the door and gave it a pull.

It didn't so much as budge.

Rainbow grimaced and pulled again, harder. She strained with all her might but nothing happened. With a gasp of frustration, she let go and backed away. "The heck is with this thing?"

"Having trouble?" Trixie asked lightly. She laughed and edged Rainbow Dash away with a hoof. "Watch and be amazed." Trixie lowered her horn, pointing it directly at the door. Her pink hued magic surrounded the door and then a click was heard.

Trixie staggered and would have fallen had Rainbow Dash not reacted quickly and caught her. "Uh, hey, you okay?"

"Trixie... is just... fine," Trixie gasped and pushed herself away. She nearly fell again but managed to catch herself. "Just a little winded, that's all." She closed her eyes and started to chant and soon two strings of white pearls flew out of her horn, looped around and back in. Her body became covered in a greenish glow. Once it faded away, Trixie stood up straighter and looked more alert than before. "There, that did the trick."

"That... that's just like... Twilight's magic," Rainbow Dash said.

"Hmph, you'll find that Trixie's magic is far superior to that overrated loser." Without waiting for a reply, Trixie pulled on the door handle and the door creaked open without any fuss. Not looking back, the ex-general walked through and into the stone hallway beyond.

Rainbow Dash watched her go, a frown on her muzzle. With narrowed eyes she followed after Trixie, muttering how she managed to get herself into this situation.

.o.O.o.

Matilda and Filthy Rich were correct: the secret passage under the mansion led far out of South Fillygaro, well past the sentries guarding the town. As soon as Rainbow Dash emerged from a hole covered by a false rock, she wasted no time in taking to the skies. She twisted, looped and darted all around, reveling in the freedom denied her all day long.

Following on the ground, Trixie was no less relieved in being out the dark and dank passage that led her here. She was, however, growing annoyed with her reluctant companion's antics. "If you are done messing around, we still have a ways to go to get to Neighshe, if Trixie is not mistaken!" she called up to the pegasus flying around.

"Chillaxe, I'm just stretching out," Rainbow lazily replied. "It's been a long day for me and I need a sec to unwind."

"It hasn't been a picnic for Trixie either," Trixie said and began walking west.

"Well, it's just a quick trip through a cave, then a blistering desert and a hike up some mountains." Rainbow Dash glided down to the ground and fell into step with the unicorn. "Just routine for me."

"Lovely," Trixie muttered.

The two fell into silence, neither really knowing what to say to the other that wouldn't start an argument. The sunny weather held steady, making the trek to the cave a pleasant journey, current company notwithstanding. The sun was just beginning to dip beyond the horizon when Rainbow shot up into the air and spotted the cave entrance that would take them to the Fillygaro desert. Minutes later, the two mares entered the cave, Trixie lighting up her horn to give some illumination through the dim corridors.

The two ponies had only been traveling for a few minutes when there came a faint rumbling through the rocky walls.

Rainbow Dash stopped and flared her wings, smacking Trixie in the muzzle.

"Ow! Watch it!" Trixie cried out and rubbed her sore snout.

"Did you feel that?" Rainbow Dash asked. She scanned the area but couldn't detect anything strange.

"Yes, Trixie felt that! Do it again and I'll freeze those feather dusters off of you!"

"No, dummy, I meant that shaking just now."

Trixie huffed and brushed past. "Trixie doesn't know what you're talking about. Keep moving."

Rainbow Dash gave one more confused look around, but shrugged and continued on.

Further on, they climbed down a set of stairs to a lower part of the cave. Just as Rainbow put her hoof down on the final step, another rumble shook the walls, causing water droplet to fall from the ceiling. "Stop! There it is again!"

Up ahead, Trixie turned to glare at Rainbow. "'What is it again?"

"That shaking! Can't you feel it?"

"Trixie thinks you have your head still in the clouds, pegasus. The ground shakes all the time. Now come on! You're starting to really annoy Trixie." Without waiting for her companion to retort, Trixie headed further down the tunnel.

Rainbow Dash let out a frustrated growl. She was sure she hadn't felt anything like this before when she came through here with the others. Still, perhaps she was just being overly paranoid. Rainbow shook off the feeling and rushed to catch up.

Not much further on and the two came upon the small pond that signaled the end of the cave. The turtles continued to swim within its calm waters with not a care in the world. Rainbow Dash eagerly bent down and lapped up the water with her tongue, a satisfied, "Ahhhhh!" releasing from her after she had drank her fill.

"That's disgusting."

Rainbow turned to see Trixie grimacing at the sight of her drinking from cave water. "Are you going to complain about every little thing I do? We still have a ways to go, you know. And I bet your water in the Empire doesn't taste as good as this."

"Oh, contraire," Trixie replied with a smirk. "Our water is process through the most elaborate and sophisticated purification system in the world. Every single molecule of grime and dirt is taken out, leaving the most perfect drinking water behind. It's how Trixie has remained so youthful and beautiful. Not like you."

"What's that suppose to mean?!"

"Only that you look like something the cat dragged in, what with that messy mane and muddy coat."

"Oh, yeah! Better to live my life on the edge than be pampered like some sissy princess."

Trixie bristled. "Sissy?! The Great and Powerful Trixie will have you know that Trixie went through the most painful training to get where she is today! Not that I'd expect an amateur like you to understand!"

"Uh, Trixie?"

"Trixie spent her life in the wilderness, all on her own before the Empire found her, so she's way more on the edge than you ever were."

"Trixie."

"Furthermore, Trixie has led armies the likes of which—"

Rainbow Dash shoved a hoof in Trixie's mouth, cutting off her rant. "What's big, has a huge front wheel, all metal, covered in drills and painted blue?"

Trixie blinked, caught by surprise from the bizarre question. "Uh, that would be a tunnel armor."

Rainbow pointed a hoof over Trixie's shoulder. "Then watch out for that tunnel armor."

The unicorn gasped and whirled around just in time to receive an arc of electricity to the chest. Trixie staggered back, her body convulsing uncontrollably from the currents running through her. She distantly heard a shout and felt herself pushed away, landing on the ground a few hooves from where she was. With effort, Trixie managed to cast a cure spell and clear her body of the sudden jolt. She scrambled to her hooves and took in the situation.

The tunnel armor rolled through a hole carved out of the cave wall using two massive rotating claws on its front. Rainbow Dash skidded around the drilling machine, her dagger drawn and striking it wherever she figured would do the most damage. A nozzle appeared from a hidden compartment on top of the machine and spewed a stream of fire. Rainbow squawked in surprise and flew away before the fire could roast her alive. The tunnel armor continued forward, releasing its fire and blocking the cave exit.

Rainbow Dash flicked her attention over to Trixie and noticed she was back up. "I can't get close to it! That flamethrower won't let me through!"

"Trixie will draw its attacks!" Trixie called out. She magicked her sword out and held it in front of her, tip pointing towards the ceiling. "When she does, hit its control box on its backside!"

"What do you mean, draw its attacks? There's not enough room to do that!"

"That's where you are wrong." Levitating her sword higher up, she sent a trickle of magic through it. The blade gave off a starburst of light and all of a sudden, the fire from the tunnel armor veered off course like it was being sucked by a vacuum. The fire struck the sword, traveled down its length and flowed into Trixie's horn. Instead of burning the unicorn appendage off, Trixie appeared to glow with power. "Attack now!"

Totally stupefied, Rainbow Dash could only stare at the spectacle before her.

"What are you waiting for?! Watch out!"

The adventurer jerked at Trixie's frantic cry and dove out of the way on pure instinct. The rotating claw of the tunnel armor clamped down, missing her by inches.

"That's it, you pile of scrap!" Rainbow Dash yelled and hopped on top of the machine. Another panel opened, this time revealing a fan that blew a blast of cold air. However, just like with the fire, it was directed at Trixie's sword instead of freezing Rainbow Dash solid. Not wasting the opportunity, Rainbow clamped down on her dagger and sunk it into anything that looked important. Sparks and fire began to erupt out of the tunnel armor's panels, shorting out systems and destroying key components. A small explosion ruptured the rest of the mechanics running the machine and suddenly the tunnel armor's movements and attacks ceased.

Rainbow Dash flipped her dagger in the air and caught it with the tip of her wing. "Ha! Take that." She jumped down and trotted over to Trixie who appeared no worse for wear. "What the hay was that with your sword? Is it some type of magic magnet or something?"

Trixie chuckled and placed her sword away. "Hardly. Trixie's runic power comes from Trixie herself. The sword merely helps to act as a focus to draw in magic. She could have done it without the sword if she wanted to."

"Does it hurt?"

"Not at all. In fact, absorbing all that power has only made the Great and Powerful Trixie stronger. Soon, Trixie will have no equal in the entire world!" She reared up on her hind legs and a let loose a wave of tiny ice crystals over her head. The crystals glittered in the light from the tunnel exit, giving the appearance of stars shining in the night.

"... Rrrrriiiiiight," Rainbow Dash said, giving the unicorn a hooded stare. "C'mon, let's get going."

"What? No sense for the dramatic? And after all Trixie did to save us from that thing?"

Rainbow shook her head and headed for the exit. "This is gonna be a long trip..."


End file.
